HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 03/03/2009 - ITEMS RELATING TO AN AMENDED AND RESTATED ORGANIC ITEM NUMBER: 17 A-B
AGENDA ITEM SUMMARY DATE: March 3, 2009
FORT COLLINS CITY COUNCIL STAFF: Steve Catanach
Brian Janonis
SUBJECT
Items Relating to an Amended and Restated Organic Contract and Contract for the Supply of
Electric Power and Energy.
RECOMMENDATION
Staff recommends adoption of the Ordinances on First Reading.
On January 20, 2009, Electric Board voted unanimously to recommend the approval of the
Contracts. John Graham was absent from the meeting. Tom Barnish and John Harris recused
themselves from the discussion and vote because of their association with Platte River Power
Authority. The final vote was 4-0 in favor of recommending approval of the Contracts.
EXECUTIVE SUMMARY
A. First Reading of Ordinance No. 026, 2009, Authorizing an Amended and Restated Organic
Contract for Platte River Power Authority.
B. First Reading of Ordinance No. 027,2009,Authorizing an Amended and Restated Contract
With Platte River Power Authority For the Supply of Electric Power and Energy.
The Organic Contract between the four member cities of Estes Park, Fort Collins, Longmont and
Loveland was originally signed in 1975 and last amended in 1998. The Organic Contract forms
Platte River Power Authority. A change to the Organic Contract requires the approval of all four
member municipalities. Most of the changes to the Organic Contract are in the nature of updates
intended to reflect current organizational practices, as detailed more fully below.
In addition, staff and Platte River have negotiated changes to update the Contract for the Supply of
Electric Power and Energy and termination of the Transmission Facilities Agreement. Changes to
the Contract for the Supply of Electric Power and Energy incorporate relevant terms from the
Transmission Facilities Agreement. The most significant change to the Contract is a provision
which allows the City to develop generation resources up to 3,000 kilowatts to supply City facilities;
this is approximately 60%of City facilities demand. The agreement does not limit the size or ability
of customers to install generation resources for their own use,nor for third party developers to install
generation at a customer's site.
March 3, 2009 -2- Item No. 17 A-B
BACKGROUND
February 3, 2009 Council Meeting
On February 31 2009, Council requested that staff and Platte River Power Authority revise the
suggested changes to the "whereas" clauses and the purpose statement contained in the Organic
Contract. The statements have been revised to directly state Platte River's commitment to
environmental stewardship. The requested changes to the Organic Contract are below:
WHEREAS, the Municipalities are committed to the delivery of electricity
that is generated in a manner that reflects good stewardship of the environment; and
WHEREAS, it is the intent of the Municipalities that the Authority
demonstrate its commitment to environmental stewardship through practices
incorporated into its fundamental operations; and
WHEREAS,the Authority's Board of Directors adopted Resolution number
25-08 in 2008 directing the Authority's General Manager to develop a plan outlining
how the Authority proposes to achieve the goals of the Colorado Climate Action
Plan and to work toward achieving them; and
WHEREAS, in December 2002, the Authority's Board of Directors
implemented an updated Environmental Policy and Principles document.which
requires the Authority to consider environmental factors as an integral part of
planning, design, construction and operations decisions; and
WHEREAS,the Municipalities acting in concert through the Authority wish
to continue their commitment to provide electric power and energy with cost-
effective energy resource options in a manner that reflects good stewardship of the
environment; and
WHEREAS,the Municipalities acting in concert through the Authority wish
to continue their commitment to provide electric power and energy with
environmentally responsible resource options that enhance the sustainability of the
Northern Colorado region; and
The additional language added to Section 2.1(i), 2.2(i) and 2.2(vi) is underlined below.
2.1 PURPOSES
The purposes of the Authority are to conduct its business and affairs for the benefit of the
Municipalities and their inhabitants
(i) to provide the electric power and energy requirements of the Municipalities and the
retail customers within the Municipalities in a reliable and cost effective manner that
reflects high standards of environmental stewardship and sustainability;
March 3, 2009 -3- Item No. 17 A-B
2.2 FUNCTIONS, SERVICES, OR FACILITIES
(i) acquiring,constructing,owning,reconstructing,improving,rehabilitating,repairing,
operating and maintaining electric generating plants, transmission systems and
related facilities, or interests therein,for the purpose of producing,transmitting and
delivering to the Municipalities, electric power and energy to the extent of their
requirements,including renewable energy requirements and demand side resources;
(vi) developing products and services to improve the efficiency of generation,
transmission and use of electrical energy and to minimize the associated
environmental impacts;
In response to direction given at the February 3, 2009 Council meeting, language was added to the
Power Supply Agreement as detailed below:
Article 3: Covenants of Platte River
(c) Platte River shall consider the environmental impacts of the planning, design,
construction, and operating decisions associated with the performance of its
obligations under this Agreement.
October 28,2008 work session
During the October 28,2008 work session,Council discussed both the Amended Energy and Power
Supply Contract between the City of Fort Collins and Platte River Power Authority, and the
Amended and Restated Organic Contract between the Cities of Fort Collins, Longmont, Loveland
and Estes Park.
Discussion in reference to the Energy Supply Contract centered on new language that allows the
City to develop and own generation to serve the electric energy demands of its own facilities. The
previous Energy Supply Contract limited the City's ability to self generate to zero. The revised
contract proposes a limit of one percent of the peak load within Fort Collins, which amounts to
approximately 3,000 kW of generation (about 60% of the load for all city facilities). Council
expressed concern over the 1% cap and asked why it couldn't be 2%, 3% or even greater. Joe
Wilson, Platte River General Counsel, provided a detailed explanation. Previous bonds sold by
Platte River were sold with a commitment to the buyers that Platte River would be the sole provider
to the four cities. Platte River has been aware of the cities' desire to support, provide, and develop
renewable resources. Discussions with Platte River's Bond Counsel resulted in an agreement that
the 1%cap could be considered de minimis. At the request of the Utilities Executive Director,Platte
River requested information from its Bond Counsel on the potential to increase the limit on
generation for City facilities up to 10%. A copy of the response is attached.
Council also commented on a document Brian Moeck distributed before the meeting detailing Platte
River's commitment to environmental concerns and stewardship. Council complimented Platte
River on its efforts, and asked if language could be added to the "whereas" clauses and the
"purpose"section of the Organic Contract reflective of Platte River's commitment to environmental
stewardship.
March 3, 2009 -4- Item No. 17 A-B
Revisions to the Organic Contract
In June of 1975,the municipalities of Fort Collins,Longmont,Loveland and Estes Park established
Platte River Power Authority to develop both resources for the production of electric energy and
transmission infrastructure to deliver electric energy to the four member municipalities.
The Organic Contract Establishing Platte River Power Authority as a Separate Governmental Entity
dated June 17, 1975, defined the roles of each of the municipalities within the organizational
structure of Platte River,defined membership on the Board of Directors,and established the by-laws
within which the Board operates.
In July of 1998 the Organic Contract was amended to allow Platte River to provide additional
functions, services or facilities to any combination of two or more of the member municipalities.
An example of an expanded service is Platte River's provision and management of the Banner
Customer Information System used by both Longmont and the City of Fort Collins. The
modification also allowed Platte River to enter into telecommunication activities,which it continues
to manage for the City.
The amendments that staff and Platte River are presenting to Council in the Amended and Restated
Organic Contract Establishing Platte River Power Authority as a Separate Governmental Entity(the
"Updated Organic Contract") add to the services that Platte River may provide to Fort Collins by
noting that Platte River will assist Fort Collins in reaching its renewable energy requirements.
Language has been added which specifically details that Platte River will provide services and
products that improve the efficiency of generation, transmission and use of electrical energy. The
proposed changes also bring current the expiration dates of the terms of the Platte River appointed
directors. Those dates are as follows: December 31, 2011 for Estes Park, December 31, 2008 for
Fort Collins, December 31, 2010 for Longmont and December 31, 2009 for Loveland. Additional
changes allow Board members to participate in Board meetings via teleconferencing. Changes also
provide authority to the Board to appoint an interim Platte River General Manager if and when a
vacancy exists in that office. The previous provision automatically designated the Board
Chairperson. The Updated Organic Contract also extends the term of the Contract from an end date
of 2040 to 2050.
Revisions to the Amended Contract for the Supply of Electric Power and Energy
Fort Collins and Platte River are proposing an Amended Contract for the Supply of Electric Power
and Energy (the "Updated Energy Supply Contract"). The Transmission Facilities Agreement
between Platte River and Fort Collins dated February 22, 1980 will be terminated with the execution
of the Updated Energy Supply Contract. Some of its terms are incorporated into the new Contract
while others are addressed in Appendix B to the Updated Energy Supply Contract.
The Updated Energy Supply Contract obligates Platte River to sell and deliver and Fort Collins to
purchase and receive all electrical energy which Fort Collins requires. In effect, it is an all-
requirements contract with an exception as described below. The Contract defines the roles and
responsibilities of each of the entities with respect to providing electric energy, the disposition of
excess energy,the responsibility to maintain adequate rates, and required compliance with Western
Area Power Administration requirements for the purchase of federally generated power.
March 3, 2009 -5- Item No. 17 A-B
The above-noted exception to the all-requirements obligation addresses the amount of generation
the City can develop to provide service to City-owned facilities. The contract as it currently stands
limits the amount of generation the cities could develop for their own use. The member cities were
able to keep any generation resources they owned prior to the establishment of Platte River, which
allowed Longmont and Loveland to continue to own and operate their small hydro-electric plants.
Fort Collins had no such resources. The amended contract designates municipal generation up to
1% of peak as de-minimus. The amendment will have a very positive effect on the City. Fort
Collins will be able to develop approximately 3000 kilowatts of renewable generation.The total load
associated with city facilities is about 5000 kilowatts, so more than half of this could be met with
municipal generation(renewable or other resources).Three thousand kilowatts is enough generation
to power approximately 1,000 to 1,200 homes. Depending on the resource developed, three
thousand kilowatts of generation could reduce carbon dioxide emissions by between 7,000 to 19,000
tons per year. The amended contract does not limit the amount or size of generation customers can
install at their homes or businesses. The option for customers to develop their own generation has
always existed and is not impacted by this amended contract.
Fort Collins and Platte River jointly occupy all of the substations serving the City. The proposed
changes clarify that each party has license to occupy any substation where the parties jointly use
facilities. The language of the Updated Energy Supply Contract clarifies the planning requirements
and the timelines needed to insure that adequate time is given for the siting, design and construction
of new transmission and substation facilities. For example, it reduces from four years to two years
the prior notification the City must give Platte River of the need for a new substation if no new
transmission is required. If new transmission is required the City must give Platte River four years
notification.
The Energy Supply Contract term is also extended from 2040 to 2050. This is of critical importance
because the power supply agreements between Platte River and the cities are security for Platte
River bonds and these agreements must have terms beyond the terms of the bonded indebtedness.
Appendix B to the Updated Energy Supply Contract specifies the responsibilities of each entity as
either the owner or joint user of a facility. The responsibilities for site work, foundation
construction, and operation and maintenance tasks are defined in Appendix B.
Platte River purchases energy from the Western Area Power Administration(WAPA) on behalf of
the Cities. The WAPA General Power Contract Provisions have been added as an exhibit to the
Energy Supply Contract.
The amendments to both agreements give additional flexibility to both Platte River and the City in
addressing Governor Ritter's goal to reduce the City's carbon emissions by 20%below 2005 levels
by 2020 and 80% below 2005 levels by 2050. Both the City and Platte River have committed
themselves through formal resolutions to reaching these goals. The development or acquisition of
additional renewable resources along with the implementation of energy efficiency programs and
services by Platte River, and the City's ability to develop renewable resources for its own use,
provide both Platte River and the City new avenues towards this goal. Additionally, the
amendments provide clarity to the roles and responsibilities of each entity.
March 3, 2009 -6- Item No. 17 A-B
ATTACHMENTS
1. Red line copy of the Amended and Restated Organic Contract.
2. Red line copy of Amended Contract for the Supply of Electrical Power and Energy.
3. Existing Transmission Facilities Agreement.
4. October 28, 2008 Council work session summary.
5. Follow up info provided to Council after October 28, 2008 work session.
6. Memo detailing cost to develop distribution level renewables.
7. Letter from Sherman& Howard LLC regarding Fort Collins Inquiry concerning Municipal
Generation.
8. Electric Board minutes - January 20, 2009.
9. Letter of Recommendation from Electric Board.
10. Letter from Brian Moeck to Council.
ATTACHMENT
RAFT
PLATTE RIVER POWER
AUTHORITY
ORGANIC CONTRACT
TABLE OF CONTENTS
1.0 EFFECTIVE DATE...............................................................................................................3
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY................................................3
2.1 PuRPosEs.................................................................................................................3
2.2 FUNCTIONS,SERVICES, OR FACILITIES ...................................................................5
2.3 BOARD OF DIRECTORS..............................................................................................6
2.4 OFFICERS................................................................................................................12
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS ...............................................15
2.6 TERM OF CONTRAcr..............................................................................................15
2.7 ASSETS AND PROPERTIES........................ ..............................................................16
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION ...................................................16
2.9 SEAL.......................................................................................................................16
2.10 CONTRACTS...........................................................................................................17
2.11 CHECKS,DRAFTS, AND OTHER FINANCIAL DOCUMENTS....................................17
2.12 DEPOSITS................................................................................................................17
2.13 FISCALYEAR..........................................................................................................17
2.14 PRINCIPAL PLACE OF BUSINESS ............................................................................17
3.0 GENERAL POWERS..........................................................................................................17
4.0 POLITICAL SUBDIVISION.................................................................................................21
5.0 REVENUE BONDS............................................................................................................21
6.0 DEBT NOT THAT OF MUNICIPALITIES............................................................................21
7.0 FILING OF CONTRACT.....................................................................................................21
8.0 NOTICES..........................................................................................................................21
9.0 SEVERABILITY..................................................................................................................22
10.0 DUPLICATE ORIGINALS..................................................................................................22
i
AMENDED AND RESTATED ORGANIC CONTRACT ESTABLISHING PLATTE RIVER
POWER AUTHORITY AS A SEPARATE GOVERNMENTAL ENTITY
THIS CONTRACT, originally made and entered into as of June 17, 1975, and amended
February 14, 1977, and July 27, 1978, and amended and restated the 31-,1 day of March 1980, and
the 1s,day of Iuly, 1998,and as further amended and restated on this 4sf day of-kay 998_
2009, by the parties to this Contract which are: TOWN OF ESTES PARK, COLORADO, a
municipal corporation of the State of Colorado ("Estes Park"), CITY OF QT- OF, FORT
COLLINS, COLORADO, a municipal corporation of the State of Colorado ("Fort Collins"),
CITY OF LONGMONT, COLORADO, a municipal corporation of the State of Colorado
("Longmont"), and CITY OF LOVELAND, COLORADO,a municipal corporation of the State of
Colorado ("Loveland"). When specificity is not required, the municipal corporations which are
parties hereto will hereinafter be individually referred to as "Municipality" and collectively as
"Municipalities-,_"
WITNESSETH:
WHEREAS, Estes Park owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the town limits of Estes Park and the
adjacent service area of the Estes Park electric system; and
WHEREAS, Fort Collins owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Fort Collins; and
WHEREAS,Longmont owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Longmont and the
adjacent service area of the Longmont electric system;and
WHEREAS, Loveland owns and operates a municipal electric system which supplies
electric power and energy at retail to users located within the city limits of Loveland and the
adjacent service area of the Loveland electric system;and
WHEREAS, the Municipalities on June 17, 1975, established, pursuant to the provisions
of C.R.S. (197-3)-§ 29-1-204, as then enacted,-the Platte River Power Authority (the "Authority"),
as a separate governmental entity and successor to a gen pr-e Rnonprofit corporation, to be the
Organic Contract Amended and Restated 02/24/2009
Page] of 23
instrumentality of the Municipalities and as such successor, to continue to supply their
wholesale electric power and energy requirements;and
WHEREAS, during 1998 the Municipalities ontracted with one
another to establish, pursuant to the provisions of C.R.S. Sec-tiea& 29-1-203, the Authority as a
separate legal entity and multi-purpose intergovernmental authority to provide designated
functions, services, or facilities(0 lawfully authorized to any combination of two or more of the
Municipalities ) w#iehprovided that such function, service, or facility constitutes an
"enterprise" as defined in See§eesubsection 2(d) of Article X, Section 20 of the Colorado
Constitution;and
WHEREAS, tw- advpnt F4 v halesale eampetigenincreased complexity and the
anticipation of fetag .�eehag and isk in the electric utility industry have created
the need to 4i)-enhance utility image and customer loyalty-by4meadening
, the Municipalities wish to clarify that
the Organic Contract authorizes the Authority to engage in a broad range of s>a dated
services which are incidental to or supportive of the Municipalities' continued ability to provide
electric s :ieepower and enerQv services to their customers on a competitive basis-axd-te
engage in reWl sales of eleeb4c pewer anti eneiFgy� and;and
WHEREAS the Municipalities are committed to the delivery of electricity that is
generated in a manner that reflects good stewardship of the environment; and
WHEREAS it is the intent of the Municipalities that the Authority demonstrate its
commitment to environmental stewardship through Practices incorporated into its fundamental
operations;and
WHEREAS the Authoritv's Board of Directors adopted Resolution No. 25-08 in 2008
directing the Authority's General Manager to develop a plan outlining how the Authority
proposes to achieve the goals of the Colorado Climate Action Plan and to work toward
achieving them; and
WHEREAS in December 2002, the Authority's Board of Directors implemented an
updated Environmental Polkv and Principles document which requires the Authority to
consider environmental factors as an integral part of planning design, construction and
operations decisions;and
Organic Contract Amended and Restated 02/24/2009
Pace 2 of 23
WHEREAS, the Municipalities acting in concert through the Authority wish to continue
their commitment to provide electric power and energy with reliable, cost-effective energy
resource options in a manner that reflects good stewardship of the environment;and
WHEREAS, the Municipalities acting in concert through the Authority wish to continue
their commitment to provide electric power and energy with environmentally responsible
resource options that enhance the sustainabilih, of the Northern Colorado region;and
WHEREAS, the Municipalities now wish to further amend the Organic Contract, to
extend its term and to restate the amended provisions thereof in a single updated document.
NOW, THEREFORE, the Municipalities do hereby amend and restate the Organic
Contract, originally exeatted June 17, 1975, and subsequently amended, so that as hereby
amended and restated it provides, and the Municipalities do agree,as follows:
1.0 EFFECTIVE DATE:
"This Contract, as hereby amended and restated, shall become effective when it
has been duly executed v all of the Municipalities.
2.0 ESTABLISHMENT OF PLATTE RIVER POWER AUTHORITY:
-2-.9As of June 17, 1975, the Municipalities establishestablished a separate
governmental entity, to be known as Platte River Power Authority (the
'Aatheritf�+, to be used by the Municipalities to effect the development of
electric energy resources and the production and transmission of electric energy
in whole or in part for the benefit of the inhabitants of the Municipalities. As of
July 1, 1998, the Municipalities also estabtiskestablished the Authority as a
separate governmental entity and multi-purpose intergovernmental authority to
provide additional designated functions, services, or facilities {i}—lawfully
authorized to any combination of two or more of the Municipalities and
k,_provided that such function, service, or facilities constitutes an
"enterprise" as defined in SeefieRsubsection 2(d) of Article X, Section 20 of the
Colorado Constitution.
2.1 PURPOSES:
Organic Contract Amended and Restated 02/24/2009
Page 3 of 23
-23
The purposes of the Authority are to conduct its business and affairs for
the benefit of the Municipalities and their inhabitants:-(A)
(i) to provide the electric power and energy requirements of the
Municipalities and the retail customers within the Municipalities;
(lb} in a reliable,cost-effective manner that reflects high standards
of environmental stewardship and sustainability
(if) to engage in business activities related to the provision of electric
power and energy services and demand side resources which the
Board determines are likely to enhance the competitive position of
the Authority or the Municipalities-,I and-P
(iii) to provide any additional designated function, service, or facility
(i -lawfully authorized to any combination of two or more of the
Municipalities ,, provided that
these constitute an "enterprise' as defined in See43ensubsection
2(d) of Article X,Section 20 of the Colorado Constitution.
A particular function, service, or facility shall be treated as designated as
a separate purpose under clause (Ciii of the previous sentence only upon
receipt by each Municipality which is designating the function, service, or
facility to also be performed by the Authority of (a) a resolution adopted
by unanimous vote of the Board of Directors of the Authority designating
the function,service, or facility as a purpose to also be jointly exercised by
the designating Municipalities through the Authority and (b) opinions of
counsel to each Municipality which is designating the function,service,or
facility to also be performed by the Authority setting forth the
extent to which the designated function, service, or facility is lawfully
authorized by designating Municipalityi and (c) an opinion of the
Authority's bond counsel to the effect that the designated function,
service, or facility constitutes an "enterprise" as defined in
Organic Contract Amended and Restated 02/24/2009
Page 4 of 23
Seetiensubsection 2(d) of Article X, Section 20 of the Colorado
Constitution.
2.2 FUNCTIONS,SERVICES, OR FACILITIES
The functions, services, or facilities to be provided by the Authority are:
eThe supplying of the electric power and energy requirements of
the Municipalities and retail customers within the Municipalitiesi and-R,
the provision of any additional function, service, or facilitv444a%4u4ly
(4) whieh constitutes an "enterprise" Aq defined In Spctien 2(d) of Artide
as
by:means of
Ac g
(i) acquiring, constructing, owning, reconstructing, improving,
rehabilitating, repairing, operating and maintaining electric
generating plants, transmission systems and related facilities, or
interests therein, for the purpose of producing, transmitting and
delivering to the Municipalities, electric power and energy to the
extent of their requirements, including renewable energy
requirements and demand side resources;
(h) Purehas RggRLLhasinZelectric power and energy from electric
utilities and other producers of energy, as required to supply the
Municipalities and perform its other obligations;
(iii) Selliingselhng at wholesale to the Municipalities all of the electric
power and energy produced or purchased by the Authority which
the Municipalities require;
(iv) Se1kRgseIhn& exchanging and otherwise disposing of, under the
most economically advantageous terms and conditions obtainable,
Organic Contract Amended and Restated 02/24/2009
Page 5 of 23
2-3
any cmd all-surplus power and energy or transmfssion capacity
which the Authority owns, produces or purchases;
(v) Pevelep fydevelo in electric energy resources (including
renewable sources) and producing and transmitting electric
energy in whole or in part for the benefit of the inhabitants of the
Municipalities;
(vi) Acquiringdeveloping products and services to improve the
efficiency of generation, transmission and use of electrical energy,
and to minimize the associated environmental impacts;
(NxNvii) acquiring, constructing, owning, purchasing, selling,
exchanging; or otherwise disposing of, reconstructing, improving,
rehabilitating, repairing, operating, and maintaining assets,
infrastructure, plants, systems, and related facilities or interests
therein;
4y(viii) evelo in products, services, infrastructure,
and resources related to such function, service, or facility for
delivery to appropriate markets in whole or in part for the benefit
of the inhabitants of the Municipalities; and
{ 1(ix) Qn r-Preig,;ion-efon termination of this Contract to vest in
the Municipalities all right, title and interest of the Authority in or
to all of its property and assets.
2.3 BOARD OF DIRECTORS
2.3The governing body of the Authority shall be a Board of Directors in
which all legislative power of the Authority is vested.
Organic Contract Amended and Restated 02/24/2009
Page 6 of 23
2.3.1 NUMBER--.
.3.13The number of Directors shall be eight (8).
2.3.2 SELECTION-
3.3.43Each Municipality shall be represented by two (2) members
on the Board of Directors of the Authority, who shall be
designated or appointed as follows:
(i) MAYORS
The Mayor of each of the Municipalities is hereby
designated and shall serve as a member of the Board of
Directors of the Authority contemporaneously with service
as Mayor; provided, however, that any Mayor may
designate some other member of the governing board of
such Municipality to serve as a Director of the Authority in
place of the Mayor.
(ii) APPOINTED DIRECTORS
The governing body of each of the Municipalities shall
appoint one_(11 additional member to the Board of
Directors. Appointed Directors shall be selected for
judgment, experience, and expertise which des
thewmake that person particularly qualified to serve as
Shea Director of an electric utility.
2.3.3 TERM:
4-3:43The term of office of the Directors of the Authority shall be
as follows:
manic Contract Amended and Restated 02/24/2009
Pace 7 of 23
Ei�A4.�s:
(i) MAYORS
The Mayor of each Municipality, or the member of the
Municipality's governing board designated by the Mayor,
shall serve as a Director of the Authority for the same
period of time that the Mayor serves as Mayor of that
Municipality.
(ii) APPOINTED DIRECTORS
The term of the Appointed Director for Estes Park shall
expire on December 31, 49832011, the term of the
Appointed Director for Fort Collins shall expire on
December 31, 49892_O8 the term of the Appointed
Director for Longmont shall expire on December 31,
19922010, and the term of the Appointed Director for
Loveland shall expire on December 31, 4981-2009. Each
successor shall be appointed for a term of four years from
the date of the expiration of the term for which the
predecessor was appointed and until the s
ted and has qualified.
2.3.4 REMOVAL:
5-S:43Any Director appointed by the governing board of a
Municipality may be removed at any time by such governing
board, with or without cause. A Mayor will be automatically
removed as a Director upon vacating the office of
Mayor, and a member of the Municipality's governing board
designated to serve in place of a Mayor may be removed at any
time by the Mayor, with or without cause.
Organic Contract Amended and Restated 02/24/2009
Pace 8 of 23
-24
2.3.5 VACANCIES+
6313A vacancy occurring in the directorship of an Appointed
Director, whether such vacancy be the result of resignation, death,
removal or disability, shall be filled by the appointment of a
successor Appointed Director by the governing body of the
Municipality which appointed the Director whose office has
become vacant. In the case of a vacancy in the directorship of a
Mayor or his designee from any Municipality, the vacancy shall be
filled by the new Mayor or the Mayor's designation of some other
member of the governing board of that Municipality.
2.3.6 COMPENSATION+
'Directors shall not receive compensation for their services,
but •'-Directors may,
,:.. bran.,,_ en. Pire er cbe reimbursed their actual
expenses for attendance at meetings of the Board of Directors and
for expenses otherwise incurred on behalf of the Authority.
2.3.7 ANNUAL MEETINGS
9..3-13An annual meeting of the Board of Directors shall be held
within the first 120 days in each year at such place in Fort Collins,
Colorado, as shall be designated in the notice of the meeting, to
elect officers, to pass upon reports for the preceding fiscal year,
and to transact such other business as may come before the
meeting.
Failure to hold the annual meeting at a
designated time, or failure to hold the annual meeting in any year,
shall not cause a forfeiture or dissolution or otherwise affect the
Authority.
Organic Contract Amended and Restated 02/24/2009
Page 9 of 23
24
9-1-32.3.8 REGULAR MEETING& The Beafd of DiFe tern may c..em
The Board of Directors may provide for the time and place for the
holding of regular meetings by resolution without notice to
Directors other than the resolution adopting the meeting schedule.
2.3.9 SPECIAL MEETINGS
'^Special meetings of the Board of Directors may be called by
the Chairman or any Director and it shall thereupon be the duty of
the Secretary to cause notice of such meeting to be given as
hereinafter provided. Special meetings of the Board of Directors
shall be held at such time and place within the State of Colorado
as shall be fixed by the Chairman or the Director calling the
meeting.
2.3.10 NOTICE OF MEETINGS:
U4—.BWritten notice of the annual or of any special meeting of
the Board of Directors shall be delivered to each Director not less
than seven (7), nor more than thirty-five (35), days before the date
fixed for such meeting, either personally or by mail, by or at the
direction of the Secretary, or, upon his/her default, by the person
calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail addressed to
the Director at his/her address as it appears on the records of the
Authority,with postage thereert prepaid.
2.3.11 WAIVER OF NOTICE:
Organic Contract Amended and Restated 02/24/2009
Page 10 of 23
12.3.13Whenever any notice is required to be given to any Director
of the Authority under the provisions of the law or this Contract,a
waiver thereof in writing signed by such Director, whether before
or after the time stated therein, shall be equivalent to the giving of
such notice. Attendance of a Director at any meeting of the Board
of Directors shall constitute a waiver by such Director of notice of
such meeting except when such Director attends such meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
2.3.12 QUORUM:
13.3.13A majority of the number of Directors then in office shall
constitute a quorum for the transaction of business; provided that,
if less than a majority of the Directors then in office is present at a
meeting, a majority of the Directors present may adjourn the
meeting ftem time te ti ie and, provided further, that the
Secretary shall notify any absent Directors of the time and place of
such adjourned meeting. The act of a majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
2.3.13 ATTENDANCE BY TELECONFERENCE
Directors may attend and fully participate in any meeting through
electronic teleconferencing.
2.3.14 VOTE IN CASE OF A-DEADLOCK
14.3431n the event the Board of Directors, at a meeting at which a
quorum is present, is deadlocked and unable to obtain a majority
vote of the Directors present concerning a matter being considered
for action, any Director may require a "Weighted Vote." A
"Weighted Vote" shall then be taken with each Director's vote
being given one half the proportion which:
Organic Contract Amended and Restated 02/24/2009
Page 11 of 23
2.3
(i)—the dollar amount of electric power and energy purchased
from the Authority during the twelve-month period
ending with the close of the billing period for the month
two months prior to the month of the deadlocked meeting
and paid for by the Municipality appointing such Director
bears to;
bears to
(ii) the dollar amount of all electric power and energy
purchased from the Authority and paid for by the
Municipalities during said twelve-month period.
The act of a majority of the "Weighted Vote" shall be the act of the
Board of Directors.
c�2.3.15 DUTIES- Th a..&,.s of the geaFd of rv_,.._tem ..hall hp-
The
duties of the Board of Directors shall be:
(i) To govern the business and affairs of the Authority.
(ii) To exercise all powers of the Authority.
(iii) To comply with the provisions of parts 1, 5, and 6 of
Article 1 of Title 29-of,C.R.S. (197-3).
(iv) To adopt a fiscal resolution, which complies with statutory
and other restrictions imposed by law on the affairs of the
Authority, to govern the financial transactions of the
Authority, including the receipt, custody, and
disbursement of its funds, securities, and other assets, and
Organic Contract Amended and Restated 02/24/2009
Pace 12 of 23
-23
to provide for the services of a firm of independent
certified public aaccountants to examine, at least
annually, the financial records and accounts of the
Authority and to report thereupon to the Board of
Directors.
(v) To keep minutes of its proceedings.
2.4 OFFICERS
24The officers of the Authority shall be a Chairman, Vice Chairman,
Secretary, Treasurer, General Manager and such other officers and
assistant officers as may be authorized by the Board of Directors 49M
ti-t time to perform such duties as may be appFe*edassigned by the
Board of Directors. The Chairman and Vice Chairman shall be members
of the Board of Directors, but other officers of the Authority need not be
members of the Board of Directors.
2.4.1 ELECTION OF OFFICERS AND TERMS OF OFFICE:
;3At each annual meeting of the Board of Directors, the
members of the Board of Directors shall elect officers who shall
serve as such officers of the Authority until the next suc-ceedi
annual meeting of the Board of Directors and until their
successors are elected and qualified. If the election of officers shall
not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies or new offices may be
filled at any meeting of the Board of Directors.
2.4.2 REMOVAL.
3X.43Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors, with or
Organic Contract Amended and Restated 02/24/2009
Page 13 of 23
�a
without cause, whenever in its judgment the best interests of the
Authority will be served thereby.
4-.2,.-P2.4.3 DUTIES OF OFFICER
the f@ll8Wi`S
Chair-ma
In addition to duties assigned by the Board of Directors, the
duties of the officers shall include the following:
(i) CHAIRMAN
The Chairman shall preside at all meetings of the Board of
Directors and, except as otherwise delegated by the Board
of Directors, shall execute all legal instruments of the
Authority.
and shall perform such
other duties as the Board of Directors may prescribe f�Rm
time to time.
rv. .
(ii) VICE CHAIRMAN
The Vice Chairman shall, in the absence of the Chairman,
or in the event of#isthe Chairman's inability or refusal to
act, perform the duties of the Chairman and when so
acting shall have all the powers of and be subject to all the
restrictions upon the Chairman. The Vice Chairman shall
also perform such other duties as may be prescribed by the
Board of Director.
Organic Contract Amended and Restated 02/24/2009
Pace 14 of 23
(iii) SECRETARY
The Secretary shall maintain the official records of the
Authority, including all resolutions and regulations
approved by the Board of Directors, the minutes of
meetings of the Board of Directors, and a register of the
names and addresses of Directors and officers, and shall
issue notice of meetings, attest and affix the corporate seal
to all documents of the Authority, and shall perform such
other duties as the Board of Directors may prescribefrea�
Fiore to ti$ie.
rag TfeaeuT-ef
(iv) TREASURER
The Treasurer shall serve as financial officer of the
Authority and shall, pursuant to the fiscal resolution
adopted by the Board of Directors governing the financial
transactions of the Authoritv and the restrictions imposed
by law, be responsible for the receipt, custody, investment,
and disbursement of the Authority's funds and securities
and for duties incident to the office of Treasurer, and shall
perform other duties as the Board of Directors may
prescri .
(v) GENERAL MANAGER
Organic Contract Amended and Restated 02/24/2009
Page 15 of 23
-23
The General Manager shall be the principal executive
officer of the Authority with full responsibility for the
planning, operations, and administrative affairs of the
Authority, and the coordination thereof, pursuant to
policies and programs approved by the Board of Directors
fire ffie, and shall be the agent for service of
process on the Authority. When and while a vacancy
exists in the office of General Manager, the Board of
Directors shall appoint a qualified interim General
Manager to act as the principal executive officer of the
Authority.
2.4.4 BONDS OF OFFICERS
5-344The Treasurer and any other officer or agent of the
Authority charged with responsibility for the custody of any of its
funds or property shall give bond in such sum and with such
surety as the Board of Directors shall determine. The Board of
Directors in its discretion may also require any other officer,
agent, or employee of the Authority to give bond in such amount
and with such surety as it shall determine. The cost of such bond
shall be an expense payable by the Authority.
2.5 INDEMNIFICATION OF OFFICERS AND DIRECTORS
2-.5Each Director and officer of the Authority, whether or not then in
office, and hiss personal representatives, shall be indemnified by the
Authority against all costs and expenses actually and necessarily incurred
by himLhgr in connection with the defense of any action, suit, or
proceeding in which he she may be involved or to which hem may be
made a party by reason of hiss being or having been such Director or
Organic Contract Amended and Restated 02/24/2009
Page 16 of 23
2a
officer, except in relation to matters as to which hem shall be finally
adjudged in such action, suit, or proceeding to be liable for gross
negligence or willful etand wanton aeg g ne misconduct in the
performance of duty. Such costs and expenses shall include amounts
reasonably paid in settlement for the purpose of curtailing the costs of
litigation, but only if the Authority is advised in writing by its counsel
that in hiss opinion the person indemnified did not commit svehwoss
negligence or willful eFand wanton -= gene er misconduct. The
foregoing right of indemnification shall not be exclusive of other rights to
which he/she may be entitled as a matter of law or by agreement.
2.6 TERM OF CONTRACT:
2:6This Contract shall continue in force and effect until December 31,
28492J and until thereafter terminated by any Municipality following
not less than s"twelve 12) months written notice to the other
Municipalities of its intention to terminate; provided, however, that this
Contract may be amended, modified, reseindedr or terminated at any
time by a written document approved and executed by each and every
Municipality which is a party to this Contract; and, provided further,
however, that this Contract may not in any event be F:eseia-'ed
terminated so long as the Authority has bonds, notes, or other obligations
outstanding, unless provision for full payment of such obligations, by
escrow or otherwise, has been made pursuant to the terms of such
obligations.
2.7 ASSETS AND PROPERTIES-
2.7A11 assets and properties of the Authority shall be held in trust for the
purposes herein mentioned, including the payment of the liabilities of the
Authority.
2.8 DISTRIBUTION OF ASSETS UPON TERMINATION:
Organic Contract Amended and Restated 02/24/2009
Paee 17 of 23
"In the event of the reseissian er termination of this Contract and the
dissolution of the Authority, all of its assets shall immediately vest in the
Municipalities. The assets of the Authority conveyed to each
Municipality shall be that proportion which (i) the total dollar amount of
electric power and energy purchased and paid for by such Municipality,
from the Authority and its predecessor during their corporate existence,
bears to (ii) the total dollar amount of all electric power and energy
purchased and paid for by all of the Municipalities, from the Authority
and its predecessor during their corporate existence.
2.9 SEAL.
2:9The corporate seal of the Authority shall be in the form of a circle and
have inscribed thereon the name of the Authority and the words
"Corporate Seal," together with such insignia, if any, as the Board of
Directors may authorize.
2.10 CONTRACTS:
2BExcept as otherwise provided by law, the Board of Directors may
authorize any officer or officers, agent or agents, to enter into any
contract,or execute and deliver anv instrument in the name and on behalf
of the Authority.
2.11 CHECKS, DRAFTS, AND OTHER FINANCIAL DOCUMENTS=
All checks, drafts, or other orders for payment of money and all
notes,bonds, or other evidences of indebtedness issued in the name of the
Authority shall be signed by such officer or officers, agent or agents,
employee or employees of the Authority and in such manner as shall
Abe determined by the fiscal resolution
14ecters.
2.12 DEPOSITS:
Organic Contract Amended and Restated 02/24/2009
Paee 18 of 23
23
All funds of the Authority shall be deposited
cr-edw and pur-suant to law, in such hank er-IgAnks in a manner set forth
by the cal resolution.
2.13 FISCAL YEAR:
2443The fiscal year of the Authority shall be the calendar year.
2.14 PRINCIPAL PLACE OF BUSINESS-
The principal place of business of the Authority shall be in Fort Collins,
Colorado.
1-04-h dhe Division of I-oral Gsvermm.pn4 the Ramp ef the agent for- ser-%4ce
business.
244
3.0 GENERAL POWERS
3 QThe general powers of the Authority shall include the following powers:
(i) ELECTRIC ENERGY:
44To develop electric energy resources and related services, and
produce, purchase, and transmit electric energy, in whole or in part, for
the benefit of the inhabitants of the Municipalities.
(ii) CONTRACTS
4-2To make and enter contracts of every kind with the Municipalities, the
United States, any state or political subdivision thereof, and any
individual, firm, association, partnership, corporation or any other
organization of any kind.
4-3(iii) AGENTS AND EMPLOYE
To emplov agents and employees.
Oreanic Contract Amended and Restated 02/24/2009
Paee 19 of 23
(iv) FACILITIES--
4.4To acquire, construct, manage, maintain, and operate electric energy
facilities, works, and improvements and any interests therein, including,
without limitation, to acquire, construct, reconstruct, improve, and
rehabilitate, repair, operate, and maintain (separately or jointly)
generating plants, transmission systems and related facilities for the
purpose of delivering electrical power and energy generated thereby to
the Municipalities, and any mine, well, pipeline,plant, structure, or other
facility for the development, production, manufacture, storage,
fabrication, or processing of fossil or nuclear fuel of any kind for use, in
whole or in major part, in any of such generating plants, and any railroad
cars, trackage, pipes, equipment, and any structures or facilities of any
kind used or useful in the transporting of fuel to any of such generating
plants, and to sell, deliver, exchange, or otherwise dispose of the power
and energy generated by said plants, and any of the waste or by-products
therefrom, and to purchase, lease, or otherwise acquire and equip,
maintain, operate, sell, assign, convey, lease, mortgage, pledge, and
otherwise dispose of electrical generating plants, transmission systems
and related facilities, together with all lands, buildings, equipment, and
all other real or personal property, tangible or intangible, necessary or
incidental thereto.
(v) PROPERTY-.
44To acquire, hold, lease (as lessor or lessee), sell, or otherwise dispose of
any real or personal property, commodity, and service including, without
limitation, to buy, lease, construct, appropriate, contract for, invest in,
and otherwise acquire, and to own, hold, maintain, equip, operate,
manage, improve, develop, mortgage, and deal in and with, and to sell,
lease, exchange, transfer, convey and otherwise dispose of and to
Organic Contract Amended and Restated 02/24/2009
Pace 20 of 23
mortgage, pledge, hypothecate and otherwise encumber real and
personal property of every kind, tangible and intangible.
(vi) CONDEMNATION-.
4-ATo condemn property for public use, if such property is not owned by
any public utility and devoted to such public use pursuant to state
authority.
(vii) DEBT-.
4-.7To incur debts, liabilities, or obligations and to borrow money and,
from time to time, to make, accept, endorse, execute, issue, and deliver
bonds, debentures, promissory notes, bills of exchange, and other
obligations of the Authority for monies borrowed or in payment for
property acquired or for any of the other purposes of the Authority, and
to secure the payment of any such obligations by mortgage,pledge, deed,
indenture, agreement, or other collateral instrument, or by other Gen
upon, assignment of, or agreement in regard to, all or any part of the
properties, rights,assets, contracts, easements, revenues, and privileges of
the Authoritv wherever situated.
4$(viii) LITIGATION, Tssappinibe sued in its ewnnafne.
To sue and be sued in its own name.
(ix) SEAL:
4-ATo have and to use a corporate seal.
(x) RATESs
44OTo fix, maintain, and revise fees, rates, and charges for functions,
services, or facilities provided by the Authority.
(xi) REGULATIONS:
Organic Contract Amended and Restated 02/24/2009
Page 21 of 23
4.44To adopt, by resolution, regulations respecting the exercise of its
power and the carrying out of its purposes.
(xii) AGENTS:
4.42To do and perform any acts and things authorized by this section
under, through, or by means of an agent,
or by contracts with any person, firm, corporation or governmental
entity.
(xiii) JOINT OWNERSHIP:
443To own, operate, and maintain real and personal property, and
facilities in common with others, as permitted by law, and to conduct
joint, partnership, cooperative, or other operations with others and to
exercise all of the powers granted in this Contract in joint partnership or
cooperative efforts and operations with others.
(xiv) OTHER POWERS
444To exercise any other powers which are essential, necessarv,
incidental, convenient, or conducive to providing the wholesale electric
power and energy requirements of the Municipalities, as well as to
accomplishing the purposes, functions, services, and facilities set forth in
Sections 2.0,2.1, and 2.2 of this Organic Contract.
4.0 POLITICAL SUBDIVISIOM
59The Authority shall be a political subdivision and a public corporation of the
State of Colorado separate from the Municipalities. It shall have the duties,
privileges, immunities, rights, liabilities, and disabilities of a public body politic
and corporate.
5.0 REVENUE BONDS
Oceanic Contract Amended and Restated 02/24/2009
Page 22 of 23
23
"The Authority is authorized to issue bonds, notes, or other obligations secured
by its electric revenues pursuant to the terms, conditions, and authorization
contained in 4973C.R.S. §29-1-204(7).
6.0 DEBT NOT THAT OF MUNICIPALITIES.
-.9The bonds, notes, and other obligations of the Authority shall not be the debts,
liabilities, or obligations of the Municipalities,
IN A TTL' �ET7 nll1A7L,IRR
A T TT14OT7 TTV
Autherit),sha1l held aJ4 riots, interests, priN,ileges, and pr-apef:ties A and shall aqsum-
7.0 FILING OF CONTRACT--
"A copy of this Contract shall be filed with the Division of Local Government
of the State of Colorado withwithin ten (10) days after its execution by the
Municipalities.
8.0 NOTICES.--
"Any formal notice, demand, or request provided for in this Contract shall be
in writing and shall be deemed properly served, given, or made if delivered in
Organic Contract Amended and Restated 02/24/2009
Page 23 of 23
23
person or sent by registered or certified mail, postage prepaid, to the persons
specified below:
Town of Estes Park, Colorado
c/o-A6-4stant Town Adminis trator
P.O. Box 1200
Estes Park, Colorado 80517
City of Fort Collins, Colorado
c/o Utilities General-M,anagerExecutive Director
P.O. Box 580
Fort Collins,Colorado 80522
City of Longmont,Colorado
c/o Director of Longmont
Power&Communications
1100 South Sherman
Longmont,Colorado 80501
City of Loveland, Colorado
c/o Water and Power Director
200 North Wilson
Loveland, Colorado 80537
9.0 SEVERABILITY=.
4"In the event that any of the terms,covenants, or conditions of this Contract or
their application shall be held invalid as to any person, corporation, or
circumstance by any court having jurisdiction, the remainder of this Contract
Organic Contract Amended and Restated 02/24/2009
Pace 24 of 23
23
and the application and effect of its terms, covenants, or conditions to such
persons, corporation, or circumstances shall not be affected thereby.
10.0 DUPLICATE ORIGINALS
11-.0—This een4aetContract may be executed in several counterparts,each of which
will be an original but all of which together shall constitute one and the same
instrument.
Organic Contract Amended and Restated 02/24/2009
Page 25 of 23
-23
IN WITNESS WHEREOF,the Municipalities have caused this Contract, as amended, to
be executed as of the 4-4 day of july, 4998.
Organic Contract Amended and Restated 02/24/2009
Page 26 of 23
IFk
Air
City k
ATTEST!
City QeF!
ATTEST:
City Cler-I
, 2009.
TOWN OF ESTES PARK, COLORADO Bv:
Mayor
By:
Nlavor CITY OF LONGNIONT, COLORADO
CITY OF FORT COLLINS, COLORADO By:
Mayor
Organic Contract Amended and Restated 02/24/2009
Page 27 of 23
2-3
CITY OF LOVELAND,COLORADO
By:
Mayor
ATTEST:
Town Clerk
ATTEST:
Citv Clerk
ATTEST:
Citv Clerk
ATTEST:
Citv Clerk
Organic Contract Amended and Restated 02/24/2009
Page 28 of 23
AMENDED CONTRACT FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
This contract, made this 4-4 day of htbt7�498 , 2009, between PLATTE RIVER
POWER AUTHORITY,a political subdivision organized and existing under and by virtue of the
laws of the State of Colorado (hereinafter called "Platte River") and the CITY OF FORT
COLLINS, COLORADO, a municipal corporation of the State of Colorado (hereinafter called
"Fort Coll' " ,
WITNESSETH:
WHEREAS, Platte River was formed by Estes Park, For
Collins, Longmont and fnain iai Loveland (hereinafter collectively called "Municipalities") in
order to provide the wholesale power and energy requirements of the Municipalities in a cost-
effective,sustainable,and environmentally responsible manner;and
WHEREAS, Platte River, owns, operates, and maintains electric generating
p6a}ttsfacj ties, transmission lines, substations, and related facilities and to—paa
for the purpose, , of supplying electric
power and energy to wmPdeip9jhe electric systems owned and operated by the Municipalities
for resale; and
WHEREAS, Platte River has heretofore entered into or will enter into agreements for the
sale of electric power and energy similar in form to this Agreement with various ffffinieipa4i
441iripalities");the cities of Estes Park, Longmont,and Loveland;and
WHEREAS, this Agreement replaces the Transmission Facilities Agreement between
Platte River and Fort Collins,dated February 22, 1980,and
WHEREAS, Fort Collins desires to purchase electric power and energy from Platte River
on the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the
Parties hereto agree as follows:
Article 1: Sale and Purchase of Electric Power and Energy
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 1 of 11
(a) Platte River shall sell and deliver to Fort Collins and Fort Collins shall purchase
and receive from Platte River all electric power and energy which Fort Collins shall require for
the operation of its municipal electric system to the extent that Platte River shall have such
power and energy available; provided, however, that (11)Fort Collins shall have the right to
continue to generate its own power and energy to the extent of the capacity of its generating
facilities in service on September 5, 1974-. and may also generate Rower and energy for its own
use from any new generation resource(s) owned and operated by Fort Collins provided that the
total rated capacity of all such new generation is no greater than 1,000 kW or one percent of the
Reak load of Fort Collins, whichever is greater, provided further that if Fort Collins develops
new generation resources of a total rated capacity as set forth above Platte River commits that it
will meet with Fort Collins to discuss in good faith an increase in the total rated capacity limit,
and (2) Fort Collins shall not be in violation of the all requirements purchase obligation herein
when it purchases power from net metered customers.
Subject to the provisions of Article 2(a), Fort Collins hereby binds itself to take and
pay for all power and energy that is generated, purchased, or otherwise obtained by Platte
River, and is furnished to Fort Collins for resale pursuant to Article 1(a) hereof, said payment to
2)--be made at the fate se-hedulerates set eti forth in
anti Fnade a part hereA or- such amendEnents thereto as may the Tariff Schedules of Platte
River in effect at the time the power and energy is furnished to thne
pfe-idedFort Collins.
Article 2: Rate for Power and Energy
(a) Fort Collins shall pay Platte River for all electric power and energy furnished
hereunder at the Faterates and on the terms and conditions set for- as E!rovided in Attadunext
lithe Platte River Tariff Schedules provided, however, that notwithstanding any other
provision of this Agreement, the obligation of Fort Collins to pay Platte River for all electric
power and energy furnished hereunder shall be, and is, a special obligation of Fort Collins
payable solely from revenues to be received by Fort Collins from the sale of electric power and
energy to its electric utility customers during the term hereof and is not a lien, charge, or
liability against Fort Collins or against any property or funds of Fort Collins other than
revenues to be received by Fort Collins from the sale of electric power and energy to its electric
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 2 of 11
utility customers during the term hereof, and the obligation to pay Platte River for all electric
power and energy furnished hereunder does not constitute a debt, liability, or obligation of Fort
Collins other than from its revenues to be received from the sale of electric power and energy to
its electric utility customers during the term hereof, and Fort Collins is not otherwise obligated
to pay such obligation.
(b) The Board of Directors of Platte River at such intervals as it shall deem
appropriate, but in any event not less frequently than once in each calendar year, shall review
the faterates for electric power and energy furnished hereunder and under similar agreements
with the other Municipalities and, if necessary, shall revise such __.., dgat it sh.a4kates to
produce revenues which shall be sufficient, but only sufficient, with the revenues of Platte River
from all other sources,
(i) to meet the cost of operation and maintenance (including, without
limitation, fuel replacements, insurance, taxes fee and administrative and
general overhead expense) of the electric generating plants, transmission
system, and related facilities of Platte River;
1( )ri to meet the cost of any power and energy purchased for resale hereunder
by Platte River and the cost of transmission service;
iii to make payments of principal and interest on all indebtedness and
revenue bonds of Platte River and provide an earnings margin adequate to
enable Platte River to obtain revenue bond financing on favorable terms;
and
( ia�(iv) to provide for the establishment and maintenance of reasonable reserves.
(c) Platte River shall cause a notice in writing to be given to each Municipality to
which it furnishes electric power and energy, which notice shall set out each prepesed revision
of the raterates with the effective date thereof, which shall be not less than thirty (30) days after
the date of the notice, affd sha4 set ferth the basis upon %xh-ieh th-- rate is Proposed to be
adjusted and established . All rate adjustments shall apply equally to all Municipalities to
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 3of11
which Platte River furnishes electric power and energy, unless otherwise agreed upon, and
shall not be discriminatory. Fort Collins agrees that the faterates from time to time established
by the Board of Directors of Platte River shall be deemed to be substituted for the rate herein
rates presently contained in the Tariff Schedules and agrees to pay
for electric power and energy furnished to it hereunder after the effective date of any revisions
to the Tariff Schedules at such revised faterates.
Article 3: Covenants of Platte River
(a) Platte River shall use reasonable diligence to furnish a constant and uninterrupted
supply of electric power and energy hereunder. If the supply of electric power and energy shall
fail, or be interrupted, or become defective through uncontrollable forces, as defined herein,
Platte River shall not be liable for any claim or damages caused thereby.
(b) After first satisfying the electric power and energy requirements of all
Municipalities to which it furnishes electric power and energy, as such requifeEnents aF
Platte River shallmay, in its sole discretion, market and dispose
of, , any anfl all
surplus electric power and energy which it owns or produces or which Platte River is obligated
by contract to purchase,under the most advantageous terms and conditions obtainable.
(`......_..l n......._ /".....a..act Pra A,.:ens ARaehi. ent 12 ..4..,d....J 1....Pto ARd ......ae a art 1...f,..�C
Aattp Ri;-Lr.qhqll not be liable therefor er-for- Jamages caused thefeby.
(c) Platte River shall consider the environmental impacts of the planning design,
construction, and operating decisions associated with the performance of its obligations under
this Agreement.
Article 4: Covenants of Fort Collins
(a) Fort Collins agrees to maintain rates for electric power and energy furnished to its
electric utility customers which will, after payment of all of Fort Ee44v,!sCollins' costs of
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Pape 4 of 11
operation and maintenance (including, without limitation, replacements, insurance,
administrative and general overhead expense), return to Fort Collins sufficient revenue to meet
its obligations to Platte River hereunder.
(b) Fort Collins shall not sell at wholesale any of the electric energy delivered to it
hereunder to any of its customers for resale by that customer, unless such resale is specifically
approved in writing by Platte River.
(c) Fort Collins acknowledges that it is familiar with the provision of Platte River's
contract with the United StatesWestem Area Power Administration which requires, as a
condition of the purchase of federally generated power pafsuant te stieh centFact, that Aatte
Rim-pr FA;%kP ;4A,;;iIA le the benefits theFeef to the Municipalities At fair and _pasenable . rms And
at die leivest pessiNe ratesomply with certain
provisions of the "General Power Contract Provisions," which is attached hereto as Attachment
A. Fort Collins eF-acknowledges its compliance obligations under the General Power
Contract Provisions, as that ocument presently exists and as it to
implemerAmav be modified in the distFibution -iples of said ^ and , es .^ ,
sefuture.
Article 5: Conditions of Delivery of Power and Energy
(a) The electric power and energy to be furnished by Platte River shall be alternating
current, sixty (60) hertz, three-phase, subject to conditions of delivery and measurement as
hereinafter provided and in the Tariff Schedules.
(b)
T"-*•^ River'.; '-'=••^_Y and measurealefft ^fResponsibilities for the facilities through which
electric power and energy is delivered are
set forth in Attachment GBC of this Agreement, attached hereto and made a part hereof as
amended by the Pa-rties from time to lime.
(c) Fort Collins shall make and pay for all final connections between its system and
the system owned by, or available to, Platte River at the points of delivery agreed upon.
(d) Unless otherwise agreed, Fort Collins shall install, own, and maintain the
necessary substation equipment at the points of delivery from the system of, or available to,
Platte River and shall install, own, and maintain switching and protective equipment of
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 5 of 11
adequate design and sufficient capacity beyond such points of delivery to enable Fort Collins to
take and use the electric power and energy supplied hereunder without hazard to such system.
(e) To provide adequate service to Fort Collins, Platte River agrees to increase the
capacity of an existing transmission point of delivery, or to establish a new transmission point
of delivery at a mutually agreeable location, of a design capacity of not less than 10,000 kV a
maximum nameplate rating at 55'C. rise,and in accordance with this Agreement.
(f) Fort Collins shall ,give Platte River at least two years written notice of the need to
increase the capacity of an existing transmission point of delivery or the need for a new
transmission point of deliverv. If new transmission is required, Fort Collins shall give Platte
River at least four vears written notice. The notice shall specify the amount of additional or new
capacity, the new transmission required, and the desired initial date of its operation. Platte
River shall, within sixty y(60) days after receipt of such notice, and on the basis of the best
information available to Platte River from system plans and load projections for Fort Collins,
inform Fort Collins in writing of Platte River's plans and schedules with respect to the supply of
the additional capacity requested by Fort Collins, and shall thereafter keep Fort Collins
informed of Platte River's progress in supplying such additional capacity. Any written notice
requesting additional capacity at an existing point of delivery or the establishment of a new
Point of delivery shall provide to Platte River any and all authority necessary for its facilities to
occupy the property of Fort Collins during the period in which that point of delivery is used by
Platte River for the delivery of power and energy.
(g) If Fort Collins requires the construction of a 115 kV or 230 kV transmission line for
additional service where such line is a tap or radial line over which energy can flow in only one
direction, as distinguished from a system line over which energy can flow in either direction,
then ownership, operation, and maintenance of such 115 kV or 2,30 kV transmission line will be
undertaken by Platte River pursuant to a separate agreement with Fort Collins which provides
for an appropriate sharing of the annual costs of ownership and operations of such line for as
long as such energy flow and delivery conditions prevail.
Article 6: Consultation on System Planning
Fort Collins Power Supply Agreement Amended and Restated 02/24/Z009
Page 0 of 11
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(a) At least once each year, on or before July 1, Platte River shall consult Fort Collins
concerning its requirements for transmission facilities to effect delivery of power and energy by
Platte River. The date for such annual consultation shall be set by agreement of the Parties.
(b) At least thirty (30) days prior to the date of such annual consultation, Fort Collins
shall provide Platte River with two (2) copies of its latest estimate of requirements for delivery
of power and energy covering a future period of ten (10) years. Platte River shall review Fort
Collins's annual estimates and shall consider them in preparing Platte River's annual system
plan. Following Platte River's annual consultations on delivery requirements with all
Municipalities, Platte River shall prepare an annual system plan for the delivery of power and
energy to all Municipalities covering a future period of ten (10) years. Decisions regarding the
construction of anv transmission and delivery facilities by Platte River primarily to supply For
Collins, will take into account Fort Collins' long-range distribution requirements and costs and
the long-range costs and benefits of alternative service plans. Platte River's annual system plan
shall include appropriate load flow and stability studies and a copy thereof shall be furnished to
Fort Collins if requested.
Article 7: Measurement of Power and Energy
(a) Metering equipment shall be furnished, installed, and maintained by Platte River
at each point of delivery to Fort Collins at the low voltage side of the transforming equipment
aerated ther-eaEor at such other points as agreed upon by the Parties.
(b) Loss adjustments for low voltage side or remote metering shall be as specified in
the Tariff Schedule or as otherwise agreed by the Parties.
Article 7:8: Meter Readings and Payment of Bills
(a) Platte River shall read meters and invoice Fort Collins for power and energy
furnished hereunder at approximately monthly intervals. Such invoices shall be due and
payable to Platte River within fifteen (15) days from date of issuance and shall become
delinquent thereafter.
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 7411
(b) If Fort Callins'sCollins' monthly bill becomes delinquent, late charges at the rate of
a one and one-half percent (144V2 %) per month of the unpaid balance shall be added, and if
such bill is delinquent for a period of fifteen (15) days or longer, Platte River may discontinue
delivery of electric power and energy not less than fifteen (15) days following written notice to
Fort Collins.
Article 8-.9: Meter Testing and Billing Adjustment
(a) Platte River shall test and calibrate meters by comparison with accurate standards
at intervals of twelve (12) months, and shall also make special meter tests at any time at Fort
'sCollins' request. The cost of all tests shall be borne by Platte River; provided, however,
that if any special meter test made at Fort 6 &ns!sCollins' request shall disclose that the meters
are recording accurately, Fort Collins shall reimburse Platte River for the cost of such test.
Meters registering within two percent (2%) above or below normal shall be deemed to be
accurate.
(b) The readings of any meter which are disclosed by test to be inaccurate shall be
corrected from the beginning of the monthly billing period immediately preceding the billing
period during which the test was made; provided, that no correction shall be made for a longer
period than such inaccuracy is determined by Platte River to have existed. If a meter fails to
register, the electric power and energy delivered during such period of failure shall, for billing
purposes, be estimated by Platte River from the best information available.
(c) Platte River shall notify Fort Collins in advance of any meter reading or test so that
Fort CAhnssCollins' representative may be present at such meter reading or test.
Article 9:10: Right of Occupancy and Access
Both Parties shall have a revocable license to occupy the property of the other Party
necessary to deliver and receive power and energy under this Agreement as described in
Attachment B. Duly authorized representatives of either Party heFete-shall be permitted to
enter the premises of the other Party heFet&-at all reasonable times in order to carry out the
provisions heFeefof this Agreement and those described in Attachment B.
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 8 of 11
Provisions (ARaEhmeat 9), anti the sef-vice specifications applicable to Faft Collins (Attachfoen
the term n n
sha]4 mean Pert Gegii-6.
T'n'QITCTz
Article 11: Uncontrollable Forces
Neither Party to this Agreement shall be considered to be in default in performance of
any of its obligations, except the agreement to make payment, when a failure of performance
shall be due to an uncontrollable force. The term "uncontrollable force' means any cause
beyond the control of the Party affected, including but not restricted to, failure of or threat of
failure of facilities, flood, earthquake, storm, fire, lighhvng, epidemic, war, riot, civil
disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by
court order or public authority and action or inaction bv, or failure to obtain the necessary
authorization or approvals from, any governmental agency or authority, which by the exercise
of due diligence such Party could not reasonably have been expected to avoid and which by
exercise of due diligence it shall be unable to overcome. Nothing contained herein shall require
a Party to settle any strike or labor dispute in which it may be involved. Either Party rendered
unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force
shall give prompt written notice of such fact, if reasonable to do so, to the other Party and shall
exercise due diligence to remove such inability with all reasonable dispatch.
Article 12: Enforceability
The Parties hereto recognize that there are legal constraints imposed upon them by the
constitution, statutes, and rules and regulations of the State of Colorado and of the United
Mates, and imposed upon them by their respective governing_statutes, charters, ordinances,
rules and regulations, and that, subject to such constraints, the Parties intend to carry out the
terms and conditions of this Agreement. Notwithstanding any other provision of this
Agreement to the contrary, in no event shall either of the Parties exercise any power or take any
action which shall be prohibited byapplicable law. Whenever possible, each provision of this
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 9 of 11
Agreement shall be interpreted in such a manner so as to be effective and valid under
a]�Rlicable law.
Article 13:Term of Agreement
JaL_This Agreement shall become effective when executed by both Parties, and shall
amend and supersede the existing Contract for the Supply of Electric Power and Energy
between Platte River and Fort Collins, dated Mafew Wluly L 1998. This Agreement shall
remain in effect until December 31, 2949J and thereafter until terminated by either Party
following not less than si*otwelve 12) months written notice to the other Party of its intention
to terminate.
(b) The Transmission Facilities Agreement between Platte River and Fort Collins dated
February 22, 1980,shall be deemed terminated as of the date of this Agreement.
Article 42-14: Notices
Any formal notice provided for in this Agreement, and the payment of monies due,shall
be deemed properly served, given or made, if delivered in person or sent by regular mail to the
persons specified below:
For Platte River: For Fort Collins:
General Manager Utilities General Manager
Platte River Power Authority City of Fort Collins
2000 East Horsetooth Road P. O. Box 580
Fort Collins, Colorado 80525 Fort Collins, Colorado 80522
Article 4-3:15: Severability
In the event that any of the terms, covenants, or conditions of this Agreement or their
application shall be held invalid as to any person or circumstance by any Court having
jurisdiction, the remainder of this Agreement and the application of its terms, covenants, or
conditions to such persons or circumstances shall not be affected thereby.
Fort Collins Power Supply Agreement Amended and Restated 02/24/2009
Page 10 of 11
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
the day and year first above written.
"rc s✓r By:
General Manager
ATTEST:
PLATTE RIVER POWER AUTHORITY:
Secretary
City Clef
CITY OF FORT COLLINS: ATTEST:
By
Mayor City Clerk
Fort Collins Power Supply Agreement Amended and Restabed 02/24/2009
Page 11 of 11
EXHIBIT A
Effective September 1,2007 _.
WESI ERN AREA POWER ADMINISTRATION
I APPLICABILITY.
GBNERAL POWER CONTRACT PROVISIONS Fie
1 Applicability -.. .. . .. . . . . . . . . . 1
II. DELIVERY OF SERVICE PROVISIONS-
2 Character of Service .. ..—, ._. ... . 1
3 Use of CapacNy,of Energy in Excess afContracl Obligation . 1
4 Continuity ofSesvice... .. . . . . ... . . . . . . 1 _
5 Multiple Points ofDcllvery.. .. . .. .. ... . . . . . 2
6 Motoring....... ...
7 Existence of Transmission Service Contract . .. . . 3
8 Conditions of Ttanemisslon Service .. ... .. . .... .. . .. .. 3
9. Multiple Points or Delivery Involving Direct and Indirect Deliveries 3
10, Const untion,Operation,and Maintenance ofConhactot's Power System 3.4
III RAPES,BILLING,AND PAYMENT PROVISIONS..
t I Change of Rates ..... . . . .... . . ..... .. . .. .. . . 4
i 2. Minimum Seasonal or Annual Capacity Charge.. .. . . 4
13 billing and Payment .. ,,.,...... .. .... ... 4-5 -
14 Nonpayment of Bills in Full When Due . . ... . . ., 5
15 Adjustments for Fractional Billing Period . . . . . ..5 _
16. Adjustments for Curtailments to Finn Service . . .. . . 5'.6
IV. POWER SALES PROVISIONS.
17 Rasole of Firm Electric Service(Wholesale Sales for Rosalc) .. . . .... .. 6
18 DisuibufionPrinciptos. . . . 6
19 Conn act Subjocl to Colorado River Compact . . . . 6
V FACILITIES PROVISIONS.
20 Dcsign Approval.... . .... .... . . . - . . . .. 6.7 .
21 Inspection sad Acceprance . .. 7
22 As-Built Drawings. . ... .,. .. . .. . ... . . .. 7
23. Equipment Ownership Markers. . . . . . . . 7
24 Third-Patty Use of Facilities... . . ... .. . . . .. _ ,. 7 i
25 Changes to West=Control Facilities 7.8
26 Modification of Western Facilities . .. . . . . .. 8 i
27 Transmission Rights .. . .. ... .. .. . 8 1
28 Construction and Safety Procedures 8.9
29 Enviromrsettlal Compliance..... ... .. .. . .. ., . . 9
30 Responsibility lot Regulated Materials . .. .. . . 9 i
VI OTHER PROVISIONS. }
31 Authori�xd Representatives of the Parties .. . 9 i
32 Etlbct of Section Headings .. . . . . . 10 I
33 Operating Guidelines and Procedures .... . . . to i
34. Uncontrollable Forces . . .. .10 j
35 Liability. . - . . .. ... I0
36 Cooperatfon of Contracting parties . ... . .. . , . 10,11 '
37 Trvaafer of Interest in the Contract or Change in Prefsranee Status .. 11
38 Choice of Law and Forum . . . . 12
39. Waivers .. . . .. .. ._ 12
40. Notices. . .... . . . .. ,. .. .. .. 12 r
41 Contingent Upon Appropriations and Authoriralion .. . . 12
42 Covenant Against Contingent Fees .. .. 12
43 Contract Work Flours and Safety Standards .. . . 13
44. Equal Opprinunity Employment Ptactices. 13
45. Use of Convict Labor. ........ . 13
*Legal Citation Revised Soptcrmbm 1,2007
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Effective&-ptember I,2007
WESTERN AREA POWER ADMINISIRATION
GENERAL POWER CONTRACT PROVISIONS
I APPLICABILITY.,
1 Applicability_
1.1 These General Power Contract Provisions (Provisions) shall be a part of the contract to
which they arc attached. In the event these Provisions differ from requirements of the contract,specific terms
set forth in the contract shall prevail
1.2 If the Conuactoh hat member utilities which are either directly at indirectly receiving
benefits from the contract,then the Cimtractor shall require such members to comply with Provisions 10, 17,
18, 19,29,.10,36,43,44,and 45 of these General Power Contract Provisions
II DELIVERY OF SERVICE PROVISIONS.
2. Character of Service.
Electric energy supplied or transmitted under the contract will be three-phase, alternating current,
at a nominal frequency of sixty(60)hertz(cycles per second).
3 Use of Capacity or Energy in Excess of Contract Ob i atR ion,
The Contractor is not cndtled to use Federal power,energy, or capacity in amounts groater than
the Western contract delivery obligation In cffeot d'or each type of service provided for in the contract except
with the approval of Western Unauthorized overruns of contract delivery obligations shall be subject to
charges specified in the contract or the applicable rate sebodulm. Overruns shall not establish any continuing
right thereto and the Contractor shall cease any overruns when requested by Western, or in the case of
authorized ovetruns, when the approval expires,whichever occurs first. Nothing in the eonmaci shalt obligate
Western to increase any delivery obligation. If additional power, energy, or capacity is not available from
Western, tire responsibility for securing additional power, energy, or capacity shall rest wholly with the
Contractor.
4. Continuitvof Service
Electric service will be supplied or transmitted continuously except for: (1)fluctuations,
interruptions, or reductions duo W uncontrollable forces, as dunned in Ptpvislon 34 (Unconlrvtlablc Forces)
herein, (2) fluctuations, interruptions, or reductions due to operation of devices installed (or power system
protection; and (3) temporary fluctuations, interruptions, or reductions, which, in the opinion or the party
supplying the service, arc necessary or desirable for the purposes of maintenance, repairs, tuplacements,
installation of equipment, of investigation and inspection. The party supplying service, except in case of
emergency, will give the party to whom service is being provided masonabio advance notice of such
temporary interruptions of reductions and will remove the cause thereof with diligence
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Effective Scptcmbw 1,2007
5 Multiple Points of Delivery
When electric service is supplied at or transmitted to two or more points of delivery under the same
rate schedule, said rate schedule shall apply separately to the service supplied at or transmitted to each point of
delivery;JLrovided,That wbete the meter readings nz considered separately, and during abnormal conditions,the
Contractor's system Is interconnected between points of delivery such that duplication of metered power is
possible, the meter readings at each affected point of delivery will be adjusted to compensate for duplication of
power demand recorded by meters at alternate points of delivery due to abnormal conditions which are beyond the
Contractor's control or tcmpotary conditions caused by scheduled outages
6 Metering.
61 The total electric power and onoW supplied or Gansmitted under the contract will be
measured by metering equipment to be funushed and maintained by Western, a designated representative of
Wcs.cm, or where situations deem it appropriate as determined by WvAem, by the Contractor of its agent(s). In
the event metering equipment Is furnished and maintained by the Contractor or its agent(s)and the equipment is
used for hitting and other accounting purposes by Western,the Contractor shall ensure that the metering equipment
complies with applicable metering policies established by Western
62 Meters shall be secured by appropriate security measures and meters shall not be accessed
except when the meters are to be inspected,tested,adjusted,or repairvd Representatives of affected parties shall
be afforded reasonable opportunity to be present upon such occasions. Metering equipment shall be inspected and
tested each year by the party responsible for meter maintenance, unless a different test interval is determined in
accordance with good utility practices by an applicable regional metering policy, or as agreed upon by the parties.
Meters shall also be tested at any reasonable time upon request by a patty hereto, or by an affected supplemental
power supplier, transmission nbront, or control area upstater. Any metering equipment found to be damaged,
defbctive,or inaccurate shall be repaired and readjusted or replaced by the party responsible for meter maintenance
as soon as practicable. Meters found with security breaches shall be tested for tampering and,if appropriate,meter
readings shall be adjusted by Western pursuant to Pmvislon 6 3 below
6.3 Except as otherwise provided in Provision 64 hereof; should any meter that is used by
Western for billing or other accounting purposes fail to rogister accurately,the electric power and energy supplied
or transmitted during the period of failure to rogistci accurately, shall, fb billing purposes, be estimated by
Western firm the best available infurmation
6.4 If inspections and tests of a meter used by Western f'or billing or other accounting purposes
disclose an crier cxonetlirtg 2 percent,or a lesser Lange in enor as agreed upon by the parties, then a correction
based upon the inaccutacy found shall be made to the service izcoids for the period of inaccuracy as determined by
Western. lftho period of inaccuracy cannot be determined, the Inaccuracy shall be assumed to have existed during
the errthe monthly billing period irnmedlately preceding the billing period in which the inspection or test was made
and the resulting correction shall be made accordingly.
6.5 Any correction in billing or other accounting information that results (horn a correction in
meter records shall be made in a subsequent monthly bill rzndered by Westem to the Contrautor. Payment of such
bill shall constitute full adjustment of any claim between the parties arising out oflnaccuratcmetering equipment
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F,ffeetivo September 1,2007
7. Existence of Transmission&ovine Conners.
If the contract provides for Western to furnish services using the facilities of a (hind party, the
obligation of Western shall be subject to and contingent upon the existence of a transmission service contract
granting Western rights to use such facilities. If Western acquires or constructs facilities which would enable it to
furnish direct service to the Contractor,Western,at its option,may furnish service over Its own facilities
8 Cgriditinns of Transmission Scrvicc
8.1 When the electric service under the contract is furnished by Western over the fhcilhles of
others by virtue of s transmission service arrangement, the power and energy will be furnished at the voltage
available and under the conditions which exist fiom time to time on the transmission system over which the
service is supplied
82 Unless otherwise provided in the contract or applicable rate schedule, the Contractor shall
maintain a pewct factor at each point of delivery firm Wastctn's transmission agent as requited by the
transmission agent
83 Western will endeavor to inform the Contractor firm time to time of any changes planned or
proposed on the system over which the service is supplied, but the costs of any changes made necessary in the
Contractor's system,because of changes or conditions on the system ever which the service is supplied,shall not
be a charge against or a liability of Western.
8.4 if the Contractor,because of changes or conditions on the system over which service under
the contract is supplied,is required to make changes on its system at its own expense in cider to continue receiving
service under the contract, then the Centimeter may terminate service under the contract upon riot loss than sixty
(60)days written notice given to Wcstctn prior to matting such changes,but not thereafter.
85 If Western notifies the Contractor'that electric service provided for under the contract cannot
be delivered to the Contractor because of an insufficiency of capacity available to Wostem in the facilities of
others over which service unde the contract is supplied, then the Contractor may terminate service under the
contract upon not less than sixty(60)days written notice given to Western prior to the date on which said capacity
eeaaeS to be available to Western,but not thereafter
9, Multiple Points of Delivery rnvolvin>.Direct and Indirect Deliveries.
When Western has provided line arid substation capacity under the contract for the purpose of
delivering electric service diree:tly to the Contractor at specified direct points of delivery and also has agreed to
absorb transmfssion service allowance or discounts for deliveries or energy over other syslcm(s) to indirect points
of delivery and the Contractor shifts any of its load served under the contact from direct delivery to indirect
delivery,Western will not absorb the transmission service costa on such shifted load until the unused capacity,as '
determined solely by Western,available a(the direct delivery points aflbcted is fully utilized.
10 Construction,Ooeration and Mainterianceof contractor's Power Svstem;
The Contractor shall, and, if applicable, shall require each of its members or transmission agents to
consuucl, operate,and maintain its power system in a manna'wldeh,as determined by Wes(em,will not interfere
with the operation of the system of Western or its transmission agents over which electric services are furnisher)to
the Contractor under'the contract, and in a manner which will coordinate with the protective relaying Lind other
protective arrangements of the system(s) of Western or Western's hanarnission agents Western may reduce or
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Gtfecdvc September I,2007
discontinue furnishing services to the Contactot if,after notice by Western,the Contractor fails or refuses to make
such changes as may be noccssary to eliminate an unsatisfactory condition on the Contractor's power system
which is determined by Western to interfere significantly under current or probable conditions with any service
supplied from the power system ef'Wrr9=01 from the power system of a transmission agent of Western Such a
reduction or discontinuance of service will not relieve the Contractor of liability for any minimum charges
provided for in the contract during tite time said sevices are reduced or discontinued Nothing in this Provision
shall be construed to render Western liable in any mars'for any claims,demands,costs, losses,causes of action,
damages, of liability of any kind or nature arising out of of resulting from the construction, opetation, 01
maintenance of the Contractor's power systetn
III RATES,BILLING,AND PAYMENT PROVISIONS.
1 i Change of Rates.
Rates applicable under the contras shall be subject to change by Western in accordance with
appropriate rate adjustment p]ocodures. if at anytime the United States ptemulgatcs a rtte changing a talc then in
effect under the contract, it will promptly notify the Contractor thereof Rates shall become effective as to the
contract as of the effective date of such rate. the Contractor,by written notice to Western within ninety(90)days
after the effectivo date of a rate change,may elect to terminate the service billed by Western under the new rate
Said termination shall be effective on the Iasi day of the billing period requested by the Contractor not later than
two(2)years after the effective date of the new rate. Service provided by Western shall be paid for at the new trite
regardless of whether the Contractor exercises the option to terminate service
12 Minimum Seasonal or ,p ua Capacity Charges.When the rate in effect under the contract provides for a minimum seasonal or annual capacity
charge,a statement of the minimum capacity charge due,if any, shall be included in the bill randand lot service
for the last billing period of the service season or contract you as appropriate, adjusted for increases or decreases
in the contract rate of delivery and for We number of billing periods during the yea] or season In which service is
not provided Where multiple points of delivery are involved and the contract rate of delivery is stated to be a
maximum aggregate rate of delivery lint all points,In determining the minimum seasonal or annual capacity charge
due,if any,the monthly capacity chruges at the individual points of delivery shall be added together
13. Culling and Payment
13.1 Western will normally issue bills to the Contractor f'o] services furnished during the
preceding month within Icn(10)days after the end of the billing period
132 If Western is unable to issue timely monthly bill(s), Wcstem may elect to tender estimated
btil(s). Such estimated bills)shall be subject to the same payment provisions as final biil(s),and any applicable
adjustments will be shown on a subsequent monthly bill
13 3 Payments of bills issued by Western are due and payable by the Contractor before the close
of business on the twentieth (20th) calondar day after the date of issuance of each bill or the next business tiny
thereafter if said day is a Saturday, Sunday, or Federal holiday Hills shall be considered paid when payment is
received by Western. Bills will be paid electronically or via the Automated Clearing House method of payment
unloss a written request to make payments by mail is submitted by the Contractor and approvod by Western
Should Western agree to accept payments by mail, these payments will be accepted as timely and without
assessment of the charge provided for In Provision 14(Nonpayment of Bills in Full When Due)if a United Stules
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Effective September 1,2007
Post Office first class mail postmark Indicates the payment was mailed at least Chico(3)calendar days befare Lite
due date
13A The parties agree that net billing piocedutcs will be used for payments duo Western by the
Contractor and for payments due the Contractor by Western for Cho safe or exchange of electric power and energy,
use of transmission facilities, operation and maintenance of electric facilities, and other services Payments due
one party in any month shall be offset against payments due the other party in such month, and Lite resulting net
balance shall be paid to the party In whose favor such balance exists. The parties shall exchange such reports and
information that either party requbms for billing purposes. Net billing shall not be used for any amounts due which
are in dispute
14. Nonpayment of Billsin Full When Due.
14 1 Bills not paid in full by the Contractor by the due date specified in Provision l3(Billing and
Paymont)hereof shall bear a charge of five hundredths percent(0 05%) of the principal sum unpaid ror each day
payment is delinquent, to be added until Cho amount due is paid in full Western will also assess a fire of twenty-
five dollars(.$25 00) fur processing a late payment. Payments received will first be applied to the chages for late
payment assessed on the principal and then to payment of the principal
14.2 Western shall have the right,upon not less than fifteen (15)days advance written notice, to
discontinue llantislung the services specified in the contact far nonpayment of bills in full when due,and to refuse
to resume such services so long as any part of the amount due remains unpaid Such a discontinuance of service
will not relieve the Contractor of liability for minicarm charges during the time service is so discontinued ]'he
rights reserved to Western herein shall be in addition to all other remedies available to Western eithurby Inv or in
equity,for the breach of any of the terms hereof
15 Adi{s n_ is or Fractional 8lllfna Period.
The demand or capacity charge and minimum charges shall each be proportionately adjusted when
fractional billing periods are applicable under this contract A fractional billing period can occur. 1) at the
beginning or end of electric service; 2) at the beginning or end of irrigation pumping service oach year; 3) for u
fiactional billing period under-a new rate schedule; or 4) for fractional periods due to withdrawals of electric
services. The adjustment will be made based on the ratio of the number of hours that electric service is available !
to the Contractor in such fiactional billing period, to the total number of homy in the billing period involved j
rneigy billing shill not be affected by fractional billing periods.
16 Adiustments for Curtailments to Firm Service,
16 1 Billing utljustments will be made if firm electric service is interrupted or reduced because of
conditions on the power system of the United States for periods of one(1)hour or longer in duration each Billing
adjustments will not be made when such cuttaflmont of electric service is due to a request by the Conti-actor or u
discontinuance of elecuic service by Wcaleat pursuant to Provision 14(Nonpayment of Bills In Full Wien Due)
Yet purposes of billing adjustments under this Provision,the term power system of the Unitod States shall include
transmission facilities used under contract but not owned by the United States
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162 The total number of hours of curtailed firm electric service in any billing period shall be
determined by adding: (1)the sum of the number of hours of inteaupted electric service to(2)the product,of each
[eduction, of. the number of hours reduced electric service and the pereuntage by which electric service was
[educed below the delivery obligation of Western at the time of each said reduction of electric service The
demand of capacity chage and applicable minimum charges shall each be proportionately adjusted in the tatio that
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Uffecdvc September 1,2007
the total number of hours of electric xcrvice determined to have been curtailed bears to the total number of hours in
the billing period involved
163 The Contractor shall make written claim within thirty (30) days after receiving the monthly
bill, for adjustment on account of any curtailment of film electric service, for periods of one(1) hem of longer in
duration each,alleged to have occurred that is not reflected in said bill. Failure to make such written claim,within
said thirty-day(30-day)period,shall constitute a waiver of said claim. All curtailments of electric service,which
arc due to conditions on the power system of the Unfted States, shall be subject to the terms of this Provision;
Provided,That withdrawal of'power and energy under the conuact shall not be consideicd a curtailment ofeloculc
service
IV. POWER SALES PROVISIONS.
17 Rcsnl�9j tIcm Elwtric Service(Wholesale Sales for Reside).
The Contractor shall not $ell any him electric power or energy supplied under the contract to any
electric utility customer of the Contractor far resalo by that utility customer, Provided, I'hal the Contractor may
sell the electric power and energy supplied under the conuact to its members on condition that said members not
sell any of said power and energy to any customer of the member for resale by that custumet
18 Distribution Princinlca.
The Contractor agrees that the benefls of litm electric power or energy supplied under the conuact
shall be made available to its consumers at rates that are established at the lowest possible level consistent with
sound business principles, and that these rates will be established in an open and public manner The Contractor
tunher agrees that it will identify the costs affirm electric powin or energy supplied under the contract and power
from other sources to its consumcts upon request The Contractor will demonstrate compliance with the
milufninnots of this Provision to Western upon request
19. Contract Subject to Colorado River Compact
Where the energy sold under the contract is generated from waters of the Colorado River system,the
contract is trade upon the express condition and with the express covenant that all rights under the contract shall
be subject to and comrulled by the Colorado River Compact approved by Section 13 (a) of the Boulder Canyon
Project Act of December 21, 1928, 43 U S C §§ 617a-e, and the parties to the contract shall observe and be
subject to and controlled by said Colorado River Compact in the construction,management, and operation of the
dams,reservoirs,and powcrplants from wNcb electrical energy is to be furnished by Western to the Contractor
under the contract, end in the storage, diversion, delivery,and use of water for the generation of electrical energy
to be delivered by Western to the Contractor under the contract.
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V FACILITIES PROVISIONS,
20 Design Approval.
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All facilities,construction,and installation by the Contractor pursuant to the contract shall be subject
to the approval of Western Pacilitles intercorurections shall normally conform to Western's current "General
Requirenenls Ibr interconnection," in effect upon the signing of the contract document providing lot each
interconnection, copies of'which arc available from Western At least ninety(90) days,unless otherwise agreed,
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Gffmave September 1,2007
prior to the date the Contractor proposes to commence construction or to incur an obligation to purchase Ncflities
to be installed pursuant to the contract,whichever date is the earlier,the Contractor shall submit, for(he approval
of Westem,dctalled designs, drawings, and speelfreations of the facilities the Contractor proposes to purchase,
construct, and install. The Contractor assumes all risks for construction commenced or obligations to purchase
facilities incurred prior to receipt of approval from Western Western review and approval of designs and
conshuction work hnno way implies that Western is certifying that the designs meet the Contractor's needs.
21 Inspection and Acceptance.
Western shall have the right to inspect the matey lals and work Annlshed by the Contractor,its agents,
employees,and subcontractors pursuant to the contract. Such inspections shall be at reasonable times at the work
site Any materials or work that Western determines is defective or not in accordance with designs,drawings,and
syecifcations,as approved by Western,shall be replaced or modified, as directed by Western,at the sole cxpenso
of the Contractor before the new facilities are energized - -
22 s-Buili Drawing.
Within a reasonable time, as determined by Western, after the completion of construction and
installation of facilities pursuant to the contract, the Conhactor shall submit to Western marked as-built prints of
all Western drawings affected by changes made pursuant to the contract and reproducible drawings the Contractor
ltas prepared showing facilities of Weston the Contractor's drawings of Woslum facilities shall use drawing title
blocks,drawing numbers,and shall be prepared in scoot dance with drafting standards all as approved by Western
Western may prepare, revise,or complete said drawings and bill the Contractor if the Contractor fails to provide
such drawings to Western within a reasonable time as determined by Western
23. Nquitment Ownership Madcers.
23 1 rho Contractor shall identify all movable equipment and, to the extent agreed upon by the
parties, all other salvageable facilities constructed or installed on the United Stales right-of-way or in Western i
substations pursuant to the contract which are owned by the Conhactot,by permanently affixing thereto suitable
markers clearly identifying the Contractoras the owner of said equipment and facilities
232 If icqucsted by the Contractor, Western shall identify all movable equipment unit, to the
extent agreed upon by the parties, all other salvageable facilities constructed or installed on the Contractor's
right-of-way or in the Contractor's substations pursuant to the contract which are owned by the United States,by
permanently affixing thereto suitable markers clearly identifying the United Staters as the ownet of-said equipment
and facilities
24 Ord-Panv Use ofFacilitics.
the Contractor shall notify Western of any proposed system aharrsc relating to the facilities governed
by the contract or allowing thud-party use of the facilities governed by the contract If Wostern notifies the
Contractor that said system change will, as solely determined by Western, adversely affect the operation of
Western's system the Continemr shall,at no cost to Western,provide a solution to said adverse effect acceptable to
Woshrm t
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25. knees to Westem Cglttrol Facilities.
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If at any time during the term of the contract,Western determines that changes or additions to control,
relay, or communications facilities are necessary to maintain the reliability ar control of Western's transmission j
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Emotive September I,2007
system, and said changes or additions are cnlinely, or partially required because of the Contractor's equipment
installed under the contract, such changes or additions shall, alter consultation with the Contractor, be made by
Western with all costs or a proportionate share of all costs, as determined by Western, to the be paid by the
Contractot. Western shall notify the Contractor in writing of the necessary changes or additions and the estimated
costs to be paid by the Contracton If the Contractor (ails to pay its share of said estimated costs, Western shall
have the right,after giving sixty(60) days' written notice to the Contractor, to temdnate the applicable facility
Installation provisions to the contract and require the removal of the Conttacloi's facilities
26, Modificatiottss( ' E1em Facilities.
Western reserves the right, at any time,to modify its facilities. Western shall keep the Contractor
informed of all planned modifications to Western facilities which Impact the facilities installation pursuant to the
contract. Western shall permit the Contractor to change or modify Its facilities, in a manner satisfactory to and at
no cost or expense to Western, to retain the facilities intoroonnectimt pmsuant to the contract At the Contractor's
option, Western shall cooperate with the Contractor in planning alternate arrangements for service which shall be
Implemented al no cost or expense to Western. 'rho Contractor and Western shall modify the contract, as
necessary,to conform to the new f'aeilitics arrangements.
27 'Ransmission Rights.
If the contract involves an installation which sectionalizes a Western transmission line,the Contractor
hereby agrees to provide a transmission path to Western across such sectionalizing facilities at no cost or expense
to Western. Said transmission path shall be at least egaal, in trams of capacity and reliability, to the path in the
Western transmission lfuc prior to the installation pursuant to the contract
28 ens sleds an¢.,$gdypr c• ur•s
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28 1 Tile Contractor hereby acknowledges that it is aware of the hazards Inherent fit high-voltage
electric lines and substations, and hereby assumes full responsibility at all times for the adoption and use of
necessary safely measures required to prevent accidental harm to petsorurel engaged in the construction,
inspection, testing, operation, maintenance, replacement, or removal activities of the Conunctor pursuant to the
contract. The Contractor and the authorized employees,agents,and subcontractors of the Contractor shall comply
with all applicable safety laws and building and construction codes, including the provisions of Chapter I of the
Power System Operations Manual,entitled Power System Switching Procedure, and the Occupational Safety and
Health Administration regulations,Title 29 C F R.§§ 1910 and 1926,as amended or supplemented In addition to
the safety program required herein, upon request of the United States, the Contractor shall provide sufficient
information to demonstrate that the Contractor's safety program is satisfactory to the United States
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282 The Contractor and Its authorized employees, agents, and subconuactots shall familiarize
themselves with the location and character of all the transmission facilities of Western and intemomtcctiona of
others relating to the work performed by the Contractor under the contract Prior to smrting any construction,
installation,or remuval work, the Contractor shall submit a plan of procedure to Western which shall indicate the
sequence and method of porf'orrning the work in a safe manner No work shall be performed by the Contrnctor, its
employees,agents,or subcontractors until wdtton authorization to proceed is obtained from Western j
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233 At all times when the Contractor, its employees, agents, or subcontractors art performing
activities orany type pursuant to the contract, such activities shall be under supervision of a qualified employee,
agent, or subcontractor of the Contractor who shall be authorized to represent the Contractor in all mattets
pertaining to the activity being War-med. The Contractor and Wester wilt keep each other informed of the
names of their designated representatives at the site
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Effective September I,2007
284 Upon completion of its work, the Contractor shall remove from the vicinity of the right-or-
way of the United States all buildings,rubbish,used materials,concrete forms,and othct like material belonging to
the Contractor or used under the Contractor's direction, and In the event of failure to do so the same may be
removed by Western at the expense of the Contractor
285 In the event the Conuactot, its employees, agents,or subcontractors fail to comply with any
requirement of this Provision, or Provision 21 (Inspection and Acceptance) horein, Western or all allthOliZed
representative may issue an order to stop all or any pat of the work until such time as the Contractor demonstrates
compliance with the provision at issue. The Contractor, its omployces, agents, or subcontructors shall make no
claim for compensation ordamages resulting from such work stoppage
29 Environmental Com r�ap&S:
Facilities installed under the contract by any party shall be constructed, operated, maintained,
replaced, transported, and removed subject to compliance with all applicable laws,including but not limited to the
National Historic Preservation Art of 1966, 16 U S.0 §§470x-6,the National Environmental Policy Act of 1969,
42 U.S C. §§ 43214347, the Endangered Species Act of 1973, 16 U S.0 §§ 1531-1544, and the Archaeological
Resources Protection Act of 1979, 16 U S C §§ 470se 470mm, and the regulations and executive orders
Implementing these laws, as they may be amended or supplemented,as well as any other existing or subsequent
applicable laws,regulations,and executivc orders
30 Responsibility for Regulated Materials,
When either party owns equipment containing regulated rnatedul located on the other party's
substation, twitchyad,right-of-way, or other property,the equipment owner shall be responsible fur all activities
tclated to regulated materials in such equipment that ere necessary to meet the requirements of the Toxic
Substances Conucl Act, 15 U S C. §§ 2601-2692, the Resource Conservation and Recovery Act, 42 U S C §§
6901.6992k,the Comprehensive Enviromnantal Response,Compensation,and Liability Act of 1980,42 U S C §§
9601.9675,the oil Pollution Act of 1990,33 U,S.C.§§2702-2761,the Clean Water Act,33 U.S C.§§ 1251.1387,
the Safe Drinking Water Act,42 U S C. §§300f J26,and the regulations and executive mdcr s implementing these i laws,as they may be amended or supplemented,and any other existing or subsequent applicable laws,regulations,
and executive orders. Each party shall label its equipment containing regulated material in accordance with
appropriate laws and mgulatious If the party owning the equipment does not perform activities required under
appropriate laws and regulations within the time frame specified therein,the other party may perform or cause to
be per formed the required activities uflcr notice to and at the solo expense of the patty owning the equipment
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VI OTHER PRO'YISIONS,
31. Authorized Renrescniatives of the Partios.
Each party to the contract,by written notice to the other,shall designate the representatives)who is
(arc)authorucd kn act in its behalf with respect to those matters contained in the contract which ere the functions
and responsibilities of the authorized roprosentutives of the parties. Each patty may change the designation of Its
authorized represcntxtive(s)upon oral nutce given to the other,confirmed promptly by written notice.
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6frectivo Soptember 1,2001
32 Effect of Section Hoadings.
Section beadings or Provision titles appearing in the contract or these General Power Contract
Provisions are inserted for convenience only and shall not be construed as interpictathms of text.
33 Operating Guidelines and Prox: arcs.
'I he parties to the contract may agree upon and put into effect from time to time,such uthei written
guidolines and procedures as may be required in order to establish the methods of operation of the power system to
be followed in the performance of the contract
34 n rollabl.p""„[otp
Neither, party to the contract shall be considered to be in default in performance of any of its
obligations undov the contract, except to make payment as specified in Provision 13 (Billing and Payment)heroin,
when a failure of performance shall be due to an uncontrollable force The term"uncontrollable force"means any
cause beyond the control of the party affected, including but not restricted to, failure of or threat of failure of
facilities, flood, earthquake, storm, fire, lightning, epidernie, war, riot, civil disturbance or disobedience, labor
dispute,labor or material shortage, sabotage, restraint by court order or public authority and action or nonactlon
by, or failure to obtain the necessary authorizations or approvals fiom, any governmental agency of authority,
which by exercise of due diligence such parry could not reasonably have been expected to avoid and which by
exercise of due diligence It shall be unable to overcome Nothing contained herein shall be construed to require a
Party to settle any strike or labor dispute in which it maybe involved Other party iendmod unable to fulfill any of
Its obligations under the contract by reason of an uncontrollable fora shall give prompt written notice of such fact
to the other patty and shall exorcise due diligence to remove such inability with all reasonable dispatch
35 Liability.
351 The Conuactot hereby agrees to indcauilfy and hold harmless the United States, its
employees, agents, or contractors from any loss or damage and from any liability on account of personal Injury,
death,or property damage,or claims for personal injury,death,or propmty damage of any name whatsoever and
by whomsoever made arising out of the Contractors', its employees', agents', or subcontractors' construction,
operation,maintenance,or replacement activities under the contract.
35.2 The United States is liable only fox negligence on the part of its officers and employees in
accordance with the Federal'Fort Claims Act, 28 U S C §§ 1346(b), 1346(c),2401(b), 2402, 2671, 2672, 2674-
2680,as amended or supplemented
36 Cooneration of Contracting Parties
if,in the operation and inaintenanec of'their respective power systems or eleuttieal equipment and Vic
uUtization thereof for the purposes of the contract, It becomes nocexsaty by reason of any emergency or
extraordinary condition for either party to request the other to furnish personnel,materials, tools,and equipment
far the accomplishment thereof,the party so reques-.cd shall cooperate with the other and render such assistance as
the party so requested may determine to be available. The party making such request,upon receipt of properly
itemized bills from the other party, shall reimbutse the party rendering such assistance fbr all costa properly and
reasonably incurred by it in such performance, including administiativo and general cxParraes, such costs to be
determined on the basis of current charges or rates used in its own operations by the party rendering assistance.
issuance and payment of bills for services provided by Western shall be in accordance with Provlatons 13(Billing
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BrIectivc September 1,2007
and Payment) and 14 (Nonpayment of.Bills in Full When Due) herein Western shall pay bills issued by the
Contractor for services provided as soon as the necessary vouchers can be prepared which shall normally be within
twenty(20)days
37 Transfer of Interest in 2nVLgt or Chanae In J1efgBnce Stains.
37 1 No voluntary translbr of Old contract or of the rights ofthe Conttacton undet the conn act shall
be made without the prior written approval of the Administrator of Western Any volurawy transfer of the contract
or of the rights of the Contractor under the contract made without the prior wt itten approval of the Administrator
of western may result in the termination of the contract;Pruvidtd, That the wtittcn approval of the Adminisbator
shall not be umcasonably withheld; Provided further,That if the Contractor opetates a project financed In whole or
in pint by the Rural Utilities Service,'lhe Contactor may transfer of assign its Interest in the contract to the Rural
Utilities Service or any other department or agency of the Federal Qovernment without such prior written
approval; !Provided further, Ihat any successor to or assignee of the rights of the Conhactpt,whether by voluntary
transfer, judicial sale, foreclosure sale, or otherwise, shall be subject to all the provisions and conditions of the
contract to the same extent as though such succossot or assignee were the original Conuactor under the contract;
end, Provided further, That the exeeubon of a mortgage of trust deed, or judicial of forecloswe sales nnadc
thcrcundor,shall not be deemed voluntaty transfers within the meaning of this Provision
372 The Contractor shall maintain its status as an entity eligible for preference in Western's sale
ofFedwal powerpurauanl to Reclamation law,as amended and supplemented
37.3 Western shall give the Contractor written notice of Westem's proposed determination that the
Contractor leas violated Provision 3 71 and Western's proposed action in response to the violation
37.4 The Contractot shall have l20 days after teccipl of Western's notice provided under
Provision 37 3 to submit a written response to Western The Conbaclor may also make an omt presentation to the
Administrator duting this 120-dayperiod
37.5 At any time duting this process, the Contractor and Weston may agree upon corrective
action to resolve Wostcm's propused determination that the Contractor is in violation of'Provision 31 l
3 7 6 Within 30 days of receipt of the Contractor's written rcsponseprovided under Prevision 37 4,
Western will notify the Contractor in wilting of its final decision 1he Administrator's written notice will include
the intended action, the effective data thereof,and the reasons fox taking the intended action Implementation of
the Adminisbator's action shall take place no carper than 60 days from the Contractor's receipt of such notice
377 Any successor to Westem shall be subject to all the provisions and uoudilions of the contract
to the same extent as though such suc=sot were an anginal signatory to the contract.
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378 Nothing in this Provision shall preclude any right to judicial review available to the
Contractor under Fcdoral law
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Hffaetive September 1,2007
38 Choice ofLaw and Forum
federal law shall control the obligations and procedures established by this contract and the
performance and eni'orcemont thi rM forum for litigation arising from this contract shall exclusively be
a Futicral court of the United States,unless the parties ag ve to pursue altenalive dispute resolution.
39. Wnivors.
Any waivers at any time by either party to the contract of Its tights with respect to it default or any
other matter arising under or in connection with the contract shall not be deemed a waiver with respect to tiny
subsequent default or matter.
40. Notices.
Any notice, demand, or request specifically required by the contract or Ihcsc Provisions to be in
wtiting shall be considered properly given when delivered in poison or sent by postage prepaid registered of
oettlfled mail, commercial delivery service, facsimile, electronic,prepaid telegram, or by other moans with prior
agreement of the parties, to each party's authorized representative at the principal offices of the party The
designation of the person to be notified may be changed at any time by similar notice Where facsimile or
electronic means arc utilized for any communication coveted by this Provision, the sending party shall keep a
contemporaneous record of such communications and shall verify,receipt by the other,party.
41 Contingent UoonAnorunriatioms and Authorization.
41 1 Where activities provided for in the contract extend beyond the current fiscal year,continued
exptzldilurts by lire United States arc contingent upon Congress making the necessary appropriations required fbr i
the continued performance of the United States' obligations under the contract In case such appropriation is not
made,the Contractor hereby releases the United States from its contractual obligations and from all liability due to
Ole failure of Congtess to make such appropriation l
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412 In older, to rocciva and expend funds advanced from the Contractor necessary for the
continued perforaumce of'the obligations of the United States under the contract,additional authorization may be
required In case such authorization is not received,the Centimeter hereby releases the United States from those
contractual obligations and from all liability due to the lack of such authorization
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42 Covenant Al sins[Continlreni pees.
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The Contractor warrants that no person or selling agency has been employed or retained to solicit of
secure the contract upon an agreement or understanding for a commission, porocntago, brokerage, or,comingem
fee, excepting bona fide employees or bona fide established commeruial or selling agencies maintained by the
Contractor for the purpose of socuring business. For breach or violation of this warranty, Western shall have the
right to annul the contract without liability or In its discretion to deduct from the contract price or cunsidwiltion the
full amount of snob commission,percentage,brokerage,or contingent tee
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Effective September 1,2007
43. Contract WAlljours and Safety Standards.
The contract, to the extent that it is of a character specified in Section 103 of the Contract Work
}Iours and Safety Standards Act(Act),4011 S.C. §3701,as amended or supplemented,is subject to the provisions
ofthe Act,40 U S.C. §§3701-3708,as amended or supplemented,and to regulations promulgated by the Secretary
of Labor pursuant to the Act.
44.. Equal Opportunity Employment practices,
Section 202 of Executive Order No 11246, 30 Fed. Reg. 12319 (1965), as amended by Executive
Order No. 12086,43 Fed.Reg.46501 (1978),as amended or supplemented,which provides, among othcr things,
that the Contractor will not discriminate against any employee or applicant for employment because of race,celor,
religion,sox, or national origin, is incorporated herein by tefernnce the same as if the specific language had been
wtitten into the contract, except that Indian Tribes and tribal organizations may apply Indian preference to the
extent permitted by Federal law.
45, Use of Convict Labor''
The Contractor agrees not to employ any person undergoing sentence of imprisonment is performing
the contract except as provided by 18 U S.C. § 3622(c), as amended or supplemented, and Executive Order No,
11755,39 Fed,Reg 779(197.3),as amended or supplemented.
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13
Attachment B
Ownership,License,and Facilities Cost and Maintenance Responsibility
I.Real Property Ownership of Existine and Future Joint Use Substations
Background—
Fort Collins and Platte River do now or will jointly use all of the below-referenced substations regardless =
of ownership in order to provide electric service to Fort Collins custos'riers. Joint use is defined as use by
both Platte River and Fort Collins where both entities have transMisston and/or distribution facilities on a
particular substation site. The substations under joint use as dds`.crilied in this Appendix are generally
referred to as"Joint Use Substations." In each substation owned'by'Eoit Collins,Fort Collins has
installed or will install distribution facilities and other Y`assoc' iated cquipinent,and Platte River has installed
or will install transmission facilities and other associated equipment necessary to provide electric service
to Fort Collins customers. In the Dixon Creek substti'on Fort Collins has installed or will install
distribution facilities and other associated equipment i-eitessary to Irovide electric"service to Fort Collins
customers. The Overland Trail substation is presently inactive, bgtmay be reactivated:
A. On the date of this agreement, Fort Cof6i btvns the real prop..rty that contains the following Joint
Use Substations:
• Harmony(located near the intersecto i of Har
ect of C
of Drak R
umo'ny,Road and Timberline)
• Linden Tech (located near the inters ion ollege Venue and 'Linden Center Drive)
• Drake(locateducar the mtei6Ction e oa l and College Avenue)
• Richard Lake (located west ofAnheuser Bs11 ch facility)
• Overland Trail (located near the tgtersection of Overland Trail and Mulberry)
r)n• Timbee4ark(located near the mfeiSection of.Timber]ine Road and Prospect Road)
• P iiti r(located'near the intersection of College Avenue and Trilby Road)
These substafions as well as any future Joint Use Substations located on real property owned by Fort
Collins will be referred to hereafter as"Fort Collins Sites."
B. On the date of this agreement, Platte River owns the real property that contains the Dixon Creek Joint
Use Substation which is located near the intersection of Overland Trail and Drake Road.
This substation as well as any future Joint Use Substation located on real property owned by Platte River
will be referred to hereafter as"Platte River Sites."
C. If service expansions or changes in system configuration require the development of one or more Joint
Use Substation locations or the elimination of any existing Joint Use Substation locations,the terms and
conditions of such expansion or elimination of a Joint Use Substation as agreed to by the parties must be
documented in a written addendum to this Agreement.
1
II. Licensed Facilities.
A. In the Transmission Facilities Agreement dated February 22, 1980,Fort Collins gave Platte River
license to enter and utilize multiple transmission and substation facilities. That agreement is terminated
pursuant to Article 12(b)as of the date of the Amended Contract for the Supply of Electric Power and
Energy. In lieu of the Transmission Facilities Agreement,at each Joint Use Substation the owner of the
real property licenses the property necessary for the placement of the fixtures necessary to provide service
to Fort Collins,referred to herein as"Licensed Facilities",as well as all necessary rights of access,subject
to the terms of any easements encumbering said property,through the term of this Agreement unless such
fixture is permanently removed from service or replaced prior to termination. The party that does not
own the real property in a given substation shall have the right to use the Licensed Facilities in whatever
manner the parties shall determine to be the most effective to,mpetits obligations under this Agreement
and the local needs of Fort Collins and to make whatever modifications,,improvements, repairs and
replacements the parties shall determine to be necessaryto,provide reliableservice. Neither party shall
permit any lien or encumbrance to attach to the Licensed Facilities and the1icensed party shall vacate the
Licensed Facilities as soon as reasonably possible:at he termination of this Agreement. If any
arrangements different from those set forth herein are required for any Joint Use Substation, the special
requirements will be documented in an addendum to this Agreement,.
B. In addition to the license for use of the Joint Use Substations,1:ort Collins hereby licenses Platte River
the following transmission facilities, also referred'to as"Licensed Facilities",owned by Fort Collins
through the term of this Agreement unless such transmission facility is permanently removed from service
or replaced prior to termination:.
1. 115kv transmission line that runs from'Dixon Creek Substation to Drake Substation.
2. 115kv transmission line that runs from Timberline Park Substation to Drake Substation.
Platte Riyer'shill make'uvlratever modificationsjmprovenaents,repairs and replacements it shall deem
necessity to these Licensed Facilities`described in Section II.B. in order to provide reliable service to Fort
Collins.' `.
C. Any written,uotice from Fort Collins to Platte River requesting additional capacity at an existing point
of delivery or the establishment of a new point of delivery shall be license to Platte River for its facilities
to occupy the real property of Fort Collins in a Joint Use Substation during the period in which that point
of delivery is used by Platte.River foi the delivery of power and energy. Also, the facilities contained in a
new Joint Use Substation ,Jill be Licensed Facilities in the manner described in and consistent with the
terms of this Appendix B.
M. Substation Cost and Maintenance Responsibility.
The following describes the substation cost and maintenance responsibilities for Fort Collins and Platte
River in Joint Use Substations. The following description of the parties' responsibilities will also apply
to any future substations that may be constructed by Fort Collins and become Joint Use Substations. If
arrangements different from those set forth herein are required for any Joint Use Substation, the special
requirements will be documented in an addendum to this Agreement and attached hereto.
2
The real property owner of a particular Joint Use Substation site will install,maintain,and be
responsible for the following:
• The substation site with sufficient space for both the Fort Collins and Platte River
equipment
• Grading and surfacing within the fenced area
• Access right-of-way and roads
• Perimeter substation fence
• Landscaping and maintenance of any areas outside the fenced area
• Substation yard lighting 3
• Substation yard below grade grounding system I
Fort Collins will furnish own, and maintain at its,expense the folio.wing items in any Joint Use
Substation:
• The 230 or 115kV/13.8kV transforniers,.switchgear,feeder circuits; ,associated
foundations and oil containment structures, duct banks,conduits, and all cabling,relays,
SCADA,and controls required to operate`such distribution equipment
• All foundations required fort.... rt Collins equipment listed above
• The Fort Collins switchgearlcontrq'I puilding
• The DC power supply systemaand aas"ocia`_tq _equipment for 15KV distribution facilities
• Substation,site primary electrI ervice excluding PRPA service entrance equipment
1
• One half tie cost ofany elaetronie`substauon se'cu ity deemed by both parties to be
appropriate for the location of the substation
Platte,Over will fumNi own,and maintain at its expense the following items in any Joint Use
Substation.
• All transmission equipment required at the appropriate voltage class to deliver electric
,capacity and energy to foil Collins's facilities including the transmission line transition
structures, breakers, switclies 'bus system, relays, meters and associated controls required
to'operate such transmission equipment
• All foundations required for the Platte River equipment listed above
• The Platte River'control building
• The DC power supply system and associated equipment for 115/203KV transmission
facilities
• PRPA control building service entrance equipment
• Communication connections for use by both Fort Collins and Platte River
• A remote terminal unit(RTU), for shared use to transmit substation information to both
Fort Collins and Platte River when required
• One half the cost of any electronic substation security deemed by both parties to be
appropriate for the location of the substation
• Weed control
3
ATTACHMENT 3
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TRANSMISSION FACILITIES AGREEMENT
1 This Agreement, made this 22nd day of February 1980, by and
2 between PLATTE RIVER POWER AUTHORITY, a political subdivision of the
3 State of Colorado (hereinafter called "Platte River") and THE CITY OF
4 FORT COLLINS, a municipal corporation of the State of Colorado (herein-
5 after called "Fort Collins").
6 WITNESSETH:
7 WHEREAS, Platte River and Fort Collins are parties to a contract
8 dated September 5, 1974, pursuant to which Platte River is obligated to ." .
R . sell and deliver.• to Fort. Col-fins•,, and Fort Collins. is obligated to pur-
10' chase arid"receive from Platte River, all electric. power and energy which
I11 • Fort Collins shall require for the operation of its municipal electric
12 system (hereinafter called "Power Contract") on the terms and conditions
p 13 set forth in said Power Contract; and
14 WHEREAS, Fort Collins .owns.certain! 115 kV :transmiss:ion:fad.1;iti,es�,4n&'... .
15, for consideratioh, 'i:t proposes to`-grant`"aredocable Ticense to Platte
16 . River for-the- purpose of operating, maintaining,_ repairirtg,..and replacing
17 ' said facilities far` the benefit of Fort Collins .and other. constituent
18 • municipal=i•ties-("Munici pal i ties") supplied by" P:lat'te'River" in.'the-interests..
19 of econb*., rel•tability and coordinated operation thereof; and .
20 WHEREAS; Platte River and Fort Collins. desire'to continue to coop-
21 erate, i'n long-:term arrangements for the planning of future 115 kV
22 electric transrt$s.ion facilities, necessary for coordinated system
i
23 „opgratiion.s as well as the dei'ime7ry"of power and energy to Fort Collins.
" 24 • and other Municipalities, supplied by. Platte River;
25 : NOW; THEK.tt&'E,�in, consideration of the mutual uridirtAings herein
26 contained, arrd contained in the:Power Contract, the parties hereto. agree
i
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1 as follows:
2 (1) Revocable License to Operate/Maintain 115 kV Facilities
3 (a) Fort Collins does hereby grant unto Platte River a revocable
4 license to operate and maintain the electric transmission facilities
5 more particularly described in Exhibit "A", attached hereto and
6 incorporated herein ("Licensed Facilities"') for the sum of One
7 Dollar ($1.00), payable in advance, and receipt of which is hereby
8 acknowledged by Fort Collins. Said license shall run from the 1st
9 day of March, 1980 through the 30th day of June, 2014, and there-
10 after unless and until sooner revoked or terminated pursuant to
. ... ... . .. .. .1.1. .. :,. . ..Art`icTe 9. , ..
12 (b') During the term'of this Agreement,' Platte River shall have the
13 right to use the Licensed Facilities in whatever manner it shall
14 determine to be the most effective to meet its obligations under
` 15 the Power Contract and the local needs of Fort Collins and
16 to make whatever modifications,. improvements, repairs and replace-
17 ments:.of`ffe Licensed Facilities it shah determine to be necessary; `
18 PROVIDED, HOWEVER, that it shall preserve the asset value of the
19 Licensed. Facilities less ordinary depreciation. Platte River shall
20 not permit any lien or encumbrance to ,attach to the Licensed Facil-
21 ities and shall deliver them up to Fort Collins: at the termination
22 of this Agreement.
23 (c) Platte River shall be responsible for the completion, operation,
.24 maintenance, repair; replacement and any modification of the
25, Licensed Facilities. All costs incurred by Platte River relating
26 to the Licensed Fa:cfTities shall be, borne by. Platte River, and can-
23 -stitute a•component'of Platte River's wholesale rate under the
I
r`v>Ta: 28 Power Contract. General expenses relating to the Licensed
-3-
1 Facilities shall be included therein.
2
3 (2) Point of Transfer Between Fort Collins and Platte River
4 For the Licensed Facilities and for the 115 kV and 230 kV delivery
5 facilities pursuant hereto, the point of transfer of control and
6 responsibility between Platte River and Fort Collins at each sub-
7 station shall be the load side of the high ,voltage disconnect switch
8 between the 115 kV or 230 kV bus and Fort Collins' distribution
9 transformer at such substation. Platte River shall control said
10 disconnect switch by license or- ownership, as the case may be.
11 Nothing in this Agreement shall preclude Fort Collins from discon-
12 necting its facilities from, and reconnecting them to, Platte
13 River's system at any such substation provided it has first
14 received proper operating and safety clearances in accordance
15 with the June 1979 Operating Agreement attached as Exhibit "B",
16 plus any approved amendments thereto.
17
18 (3) Responsibility for Present and Future 115 kV Transmission Facilities
19 (a) From and after March 1, 19809 Platte River will operate, maintain,
20 renew and replace all existing 115 kV transmission and delivery facil-
21 ities described in Exhibit "A".
22 (b) From and after March 1, 1980,. Platte River will assume respons-
23 ibility for any and all 115 kV and 230 kV transmission and detivery
24 facilities which are under construction by Fort Collins and shall
25 reimburse Fort Collins for its moneys expended thereon, and will
26 construct, own, operate, maintain, renew and replace all such facil-
i
27 ities and all additional 115 kV and 230 kV transmission and delivery
i
28 facilities which become necessary to supply Fort Collins, in accordance i
i
• I
f
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1 with the conditions hereinafter set forth; provided, however, that if
2 for any reason Platte River is precluded from providing, at 115 kV or
3 230 kV, additional transmission and delivery facilities pursuant to
4 paragraph (b) or (d) of this article, Platte River shall provide
5 equivalent transmission and delivery facilities at a lower voltage,
6 which are of sufficient capacity, reliability and economically prac-
7 ticable in the circumstances, to supply Fort Collins' power and energy
8 requirements.
9 (c) To provide adequate service to Fort Collins, Platte River agrees
10 to increase the capacity of an existing point of delivery, or to
11 establ'ish a new point of delivery at a mutual.ly agreeable location, of
12 a design capacity of not less than 10,000 kVa maximum nameplate rating
13 at 550 C. rise, and in accordance with this Agreement.
14 Fort Collins shall give Platte River at least two years written
15 notice thereof and shall specify the amount of additional or new
16 capacity and the desired initial date of its operation. Platte
17 River shall , within sixty (60) days after receipt of such notice,
18 and on the basis of the best information available to Platte River
19 from system plans and load projections for Fort Collins, inform
20 Fort Collins in writing of Platte River's plans and schedules with
21 respect to the supply of the additional capacity requested .by Fort
22 Collins, and shall thereafter keep Fort Collins informed •of Platte
23 River's progress in supplying such additional capacity.
24 (d) If Fort Collins requires the construction of a 115 kV or 230 kV
25 transmission line for additional service commencing March 1, 1980,
26 or later where such line is a tap or radial line over which energy
27 can flow in only one direction, as distinguished from a system line
f
. i
28 over which energy can flow ,in either direction, then ownership,
i
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1 operation and maintenance of such 115 kV or 230 kV transmission line
2 will be undertaken by Platte River pursuant to a separate agreement
3 with Fort Collins which provides for an appropriate sharing of the
4 annual costs of ownership and operation of such line for as long as
5 such energy flow and delivery conditions prevail.
6
7 (4) Consultation on System Planning
8 (a) At least once a year, on or before July 1, Platte River shall
9 consult Fort Collins concerning its requirements for transmission
10 facilities to effect delivery of power and energy by Platte River.
11 The date for such annual consultation shall be set by agreement of
12 the Parties.
13 (b) At least thirty (30) days prior to the date of such annual
14 consultation, Fort Collins shall provide Platte River with two (2)
1
15 copies of its latest estimate of requirements for delivery to it
16 of power and energy covering a future period over which Fort Collins'
17 maximum system 30-minute kilowatt demand is expected to reach a level
18 of twice its latest system maximum demand, or 10 years, whichever is
19 greater. Platte River shall review Fort Collins' annual estimates
20 and shall consider then in preparing Platte River's annual system
21 plan. Any differences between Fort Collins' estimates of its require-
22 ments and those used by Platte River in its annual system plan shall
2V be explained in writing and a copy shall be furnished to Fort Collins.
24 (c) Following Platte River's annual consultations on delivery re-
25 quirements with all Municipalities, Platte River shall prepare an
26 annual system plan for the delivery of power and energy to all Muni- 1
27 cipalities covering a future period over which Platte River's maximum jJ
28 system demand Is expected to reach a level of twice its latest system i
r
i
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1 demand, or 10 years, whichever is greater. Decisions regarding the
2 construction of any transmission and delivery facilities to be under-
3 taken after March 1, 1980, which are to be provided by Platte River
4 primarily to supply Fort Collins, will take into account Fort Collins '
5 long-range distribution requirements and costs, and the long-range
6 costs and benefits of alternative service plans, in determining the
7 plan for 115 kV or 230 kV supply to Fort .Collins. Platte River's
8 annual system plan shall include appropriate load flow and stability
9 studies and a copy thereof shall be furnished to each Municipality.
10
11 (5) Construction of Future Transmission and Delivery Facilities
12 From and after March 1, 1980, Platte River shall finance, construct,
13 own, operate and maintain all future transmission and delivery facil-
14 ities required to supply electric power and energy to Fort Collins at
(1 . 15 existing delivery points or at future delivery points as may be estab-
16 lished from time to time by agreement between Platte River and Fort
17 Collins.
18
19 (6) Transmission and Delivery for Other Utilities
20 The transmission facilities of Fort Collins which are transferred to
21 Platte River pursuant to this Agreement are intended for use primarily
22 to facilitate the transmission and delivery of electric energy to Fort-
23 Collins and other Municipalities 'served by Platte River. Any-use that
24 Platte River shall make of such transmission facilities to effect the
25 delivery of energy to, or the receipt of energy. from, other electric
26 utilities shall be (i) under such terms and conditions that do not
27 impair service to Fort Collins and (ii) compensatory to Platte
28 River.
s
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1 (7) Sales by Platte River to Other Entities
j 2 Platte River covenants that it will not make sales of energy directly
3 to non-utility consumers situated within the electric distribution
4 service area of Fort Collins unless requested to do so by Fort
5 Collins, pursuant to a written agreement among Platte River, Fort
6 Collins and any such consumer. This covenant shall not affect Platte
7 River's rights and obligations to sell or exchange power and energy
8 to other electric utilities pursuant to its contracts with such
9 utilities and under conditions consistent with the provisions of
10 Section 3(a) of the Power Contract.
.11
12 (8) Right of Access
13 Duly authorized representatives of either party hereto shall be
14 permitted to enter the premises of the other party hereto at all
15 reasonable times in order to carry out the provisions hereof.
16
17 (9) Termination
18 The license granted herein shall become effective March 1, 1980 and
19 shall remain in effect until June 30, 2014, unless revoked or term-
20 inated by either Party, following not less than three (3) years
21 written notice to the other Party given prior to June 30, 2014, or
22 unless terminated thereafter following not less than six (6) months'
23 written notice by one Party to the other.
24
25 (10) Notices
26 Any formal notice provided for in this Agreement, and the payment of j
27 moneys due, shall be deemed properly served, given or made, if deli-
28 vered in person-or sent by regular mail to the persons specified below:
E
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1 For Platte River: For Fort Collins:
2 General Manager Director of Light and Power
Platte River Power Authority City of Fort Collins
3 Timberline & Horsetooth Roads P. 0. Box 580
Fort Collins, Colorado 80525 Fort Collins, Colorado 80522
4
5 (11) Liability
6 (a) Platte River hereby agrees to indemnify and hold harmless Fort
7 Collins, its agents and employees, from any loss or damage and from
8 any liability on account of personal injury, death or property damage,
9 or claims for personal injury, death, or property damage of any nature
10 whatsoever and by whomsoever made arising out of or in any manner
11 connected with the activities of Platte River hereunder.
12 (b) Fort Collins hereby agrees to indemnify and hold harmless Platte
13 River, its agents and employees, from any loss or damage and from any
14 liability on account of personal injury, death or property damage, or
_ 15 claims for personal injury, death or property damage, of or any nature
16 whatsoever and by whomsoever made arising out of or in any manner
17 connected with the activities of Fort Collins hereunder.
18
19 (12) Disputes
20 Any matter of disagreement between the Parties to this Agreement shall
21 be referred promptly to the Platte River Board of Directors for
22 arbitration.
23
24 (13) Severability
25 in the event that any of the terms, covenants, or conditions of this
26 Agreement or their application, shall be held invalid as to any person
i
•27 or circumstance by any court having jurisdiction, the remainder of
28 this Agreement and the application of its terms., covenants or
_9_
1 conditions to such persons or circumstances shall not be affected
�'- 2 thereby.
3
4 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
5 be executed the day and year first hereinabove written.
6
7 PLATTE VE POWE AUTHORI
Attest:
By:
9
Assistant secretary General Manager
1.0 Attest: CITY OF FORT CO
11 0�(l�ta
12 City C er By. 7
13
A pro tAttorn6y�
to F rm:
1 C ty
16
17
18
19
20
21
22
23 -
24
25
26 i
27
28
1
The land and land rights licensed at Timberline Park Substation shall be that
r' enclosed by and shall include the existing substation fence, as shown on the
attached diagram. Said fence shall not be moved or expanded, and no permanent
facilities shall be constructed in the cross-hatched area shown on the diagram
as reserved for Fort Collins' future distribution facilities, without the per-
mission of the City of Fort Collins, which permission shal'1 not be unreasonabl
withheld. Maintenance of the grounds outside the substation fence and main-
y
tenance of the, access road to the substation shall remain the reponsibility of
the City of Fort Collins.
Platte River agrees that (i) it will not construct or permit construction of any
circuits under 115 •kV to exit Timberline Park Substation overhead, (ii) it will
not construct, or permit -construction.of.any. 13 kV class circul.ts to exit said
substation•exEept to supply 'eiectric`-T.oads of Fdrt:Collins or Pla'tte 'River, and
(iii) it Will provide at least two.'year's notice of any expansion that would
impact nursery -stock in locations presently utilized for this purpose.
The following .tattle shows .the .cost and.',•malntenance- responsibil i.ties agreed to .by
the Parties
FURNISN . MAINTAIN.
Substation. A '8 'C' D. 'E F`"'--G� -H .I IN.
J B. C D E F T H I J
Overland Trail C C C C C C C C C C C C C C C C C C C Drake C C C C C C C C C C C C C C C C C C C
Timber.l.ine C C C C C C C C C C PR C PR C PR PR PR .PR' PR
1 3 '
Legend: C -.City of Fort Col.l.ihs
PR Platte River
Furetsh And* intain.:htems
(A)'Site Purchase and; Ownership (F) Control Building
'(sj sr ading.and:BurYacing,:w.f th.fn (G);:Ba€,very-& DC System:
:.:.F.ericed Ar.ea
(C)•'Access adoad -;Sta.tion Service
(D); Felice (I); Stati-on.lighting,
(E}' Landscaping and Grounds WY Station GroundingOuts.ide:Ferie6a. Area
The toregofng:£xhtti4t is:appravLad by the parties-.as of cta ber 17 i984
PLATTE RI1fER POWER AUTHORITY CITY -OF FORT COLLINS,
L
ATTEST:
t/" ,, ATT:
ATTACHMENT' TO EXHIBIT A "
FENCE AREA OF TIMBERLINE PARK SUBSTATION:
U SCALE I'. = loop )
NORTH
660.
^Cross-Notched areo reserved tbr Ci'•.ty
of Fort Collins dal I buff,d !aqulpment:.
450
Exhibit ''A"-
The foIIowing,properti es. comprise the Licensed FaciIitfes to be
operated and maintained by PTatte',River• Power.Authority from and
after March 1, 1980. pursuant; to the.provtsions of Article (1) (a)
of the Transmission Faci.lities' Agreement to which this. exhibit is
annexed.
Category Property: Descriptaon FERC Account
(1) Land and',.Land.:R2hfss '3501
A111and, landrights- and easements
on which the folaowing facilities
are: erected:
(a) Poudre Tap°,to Power Plant Sub-
statiion 115 kV lane
(t!) WAPA,Ltne'to Drake:5ubstation .. ... ......•.:.: :..... :... ..: ;:.. .
11.5:kV •l;tne; .
_ (c),. Timber)ing.;:Park;Substation
(Statton','300)•,
RY Station•..E of merit I 353
All -foundatichs, control buildings, and
structueal- steel; 115 kV circutt-
breakers', buses:, switches and insulators,
115~kV'control •e u!
4 pmeiit and:'devices', 0-C
} upply-q fences,, general• station ;equipment,
switchboards, meters, relays, wtring and
_ other electr�iCal`,facili'ties in `service at:• -.
Tiinbsrltie Park Substaifon;?(Station -°300)
(3) Statlon•i: ut aril II
• 362
_ .
1 c. roa ers, buses, switches, -`
inSUla O-9 control e4utpment;6 devices,'
swf,tchbaards, meterscelays, structura;l
steel and'-fouridattons _i_n serpfce at ;
(a); Drake Roadl,Sub (Statton200) and;
Overland T.raf 1 Sub•,(Station 400)'
{c).• Power Plant:,Sub,..(Statl;on:100) ;.
(4)' Pdl'es and:Fixtures .115;kY. .Li es
355
='anc ors, ea , arm an o •er guyS;
ihcluding:`guy guards, guy clgws, poke:,
plates, etc; brackets, cross arms. and
DraCe`s, gaining, -roofing,, stenciling:
and=tag91n9; lnsulator•pins and-suspens:fon
bal:ts; pbl:e steps:; Pal®s*. wood:;b sleet; .. .
• raci:s cort�plete. tri;th iasuiators; reinforcing; '
and;<stubbfng; settings, shaving° and paint:- .
i for.
rig°; the fa,Tlowtng factlittes
(a) Poudre Tap to Power:Plant;Sub
(b) WAPA a ne to:Drake .:Substation
(c) Drake::Sub ,,to :Platte`Riue� 230: kV
Line'
(d): 13s 'kV 'on double; ;circuit south of
-.Station_300.
Category Property Description FERC Account
(5) All conductor, ground wires and ground 356
clamps, insulators, switches and
other devices for the following
facilities:
(a) Poudre Tap to Power Plant Sub
(b) MAPA Line to Drake Sub
(c) Drake Sub to Platte River 230
U Line
(d) Double circuit south of Station
300
ATTXCHMENT 4
Utilities
F6rt
City ofelectric o d Streeater•wastewater•water
Collins For Wood Street
PO Box 560
970.Collins,0 80522
970.221.6700
970221.6619-fax
970.224.6003-Too
Ut1li6es®fcgov.com
fcgov.com/ufililles
TO: Mayor Hutchinson and City Councilmembers
THROUGH: Darin Atteberry, City Manager t�
FROM: Brian Janonis, Utilities Executive Director
Steve Catanach, Light and Power Manager 4
CC: Patty Bigner, Utilities Customer and Employee Relations Manager
Jenny Lopez Filkins, Assistant City Attorney
Brian Moeck, General Manager, Platte River Power Authority ("Platte River")
Joe Wilson, General Counsel, Platte River
John Bleem, Division Manager, Customer and Environmental Services, Platte
River
Mike Dahl, Division Manager, Electric Operations, Platte River
DATE: October 29, 2008
SUBJECT: October 28, 2008 Work Session Summary— PRPA Organic Contract and Energy
and Power Supply Agreement.
During the August 19th Council meeting, the Amended and Restated Organic Contract(the
"Organic Contract") and Amended Contract for the Supply of Electric Power and Energy(the
"Energy Supply Contract") were removed from the agenda in order to discuss the items at a
scheduled work session. On October 28, 2008 City Council held a work session to review,
discuss and provide direction to staff.
Kev Discussion Points
Brian Moeck, Platte River's General Manager, presented a brief history of the partnership
between Fort Collins, Longmont, Loveland and Estes Park in the establishment of Platte River.
The basic function and governance model of Platte River were also discussed.
The initial discussion clarified that the proposed change to the Electric Article of the Code
addressing the City's electrical service territory and the ability of another entity to make retail
electric sales within the City's service area was not at issue in the evening's discussion. It was
communicated that Staff has made significant changes to the proposed Code change and would
be presenting those to the Electric Board in November and then bringing the proposed language
to Council. The process for establishing a buy/sell arrangement to facilitate third party retail
sales of energy generated with renewable resources will be handled through an Inter-
Governmental Agreement (IGA) between the City and Platte River. A draft of the IGA will be
presented to Council along with the proposed code change.
I
I
Chy of
F6rt Collins
11'��
The next item of discussion was the amended Energy Supply Contract which contains new
language that allows the City to develop and own generation to serve its own electric energy
demands. The previous Energy Supply Contract limited the City's ability to self generate to
zero. The revised contract proposes a limit of one percent of peak, which amounts to
approximately 3,000 kW of generation (about 60% of the load for all city facilities). Council
expressed concern over the I%cap and asked why it couldn't be 2%, 3% or even greater_ Joe
Wilson, Platte Rivers' General Counsel, provided a detailed explanation. Previous bonds sold by
Platte River were sold with a commitment to the buyers that Platte River would be the sole
provider to the four cities. Platter River has been aware of the cities desire to support, provide,
and develop renewable resources. Discussions with Platte River's Bond Counsel resulted in an
agreement that the I% cap could be considered de minimis_ To address Council concern about
the 1% limit Platte River explained that should any one of the cities reach the 1%cap prior to the
renegotiation of the Contract in ten years, the issue of accommodating additional municipal
generation would be discussed. At that time Platte River would approach their Bond Counsel for
an expansion of the limit.
Council also commented on a document Brian Moeck handed out before the meeting detailing
Platte River's commitment to environmental concerns and stewardship. Council complimented
Platte River on their efforts, and asked if language could be added to the "whereas"clauses and
the "purpose" section of the Organic Contract reflecting that in addition to providing cost-
effective service, they will also reflect Platte Rivers' commitment to environmental Stewardship.
Initially Brian Moeck expressed hesitancy to add new language to the Organic Contract because
it had been approved in its current form by two other member municipalities but after
consultation with Joe Wilson, Mr. Moeck indicated that modifications that are not viewed as
substantial can be made to the Organic Contract without having to seek approval from the two
other members and that even if the modifications are viewed as substantial, Platte River would
seek approval of the revised agreement with the other member municipalities.
Next Steps
1. Provide a list of the specific projects designated for the $120M in bonds Platte River is
pursuing.
2. Provide a brief summary of the Windy Gap project.
3. Revise Organic Contract to include language clarifying Platte River's commitment to
sustainability and environmental stewardship, and addressing re-negotiation of the I%
cap should the limit be reached prior to the next scheduled contract revision.
4. Provide a graph detailing Platte River's debt since 1973 along with the revenues collected
by Platte River from each of the member Cities.
5. Return the revised Organic and Energy Supply Contracts to Council for consideration at
the December 2, 2008 regular meeting, including red line copies.
Bring the proposed Code Change along with a draft inter-governmental agreement for
establishing a buy/sell arrangement between a third party retail electric seller, the City and
Platte River to Council.
ATTACHMENT 5
Utilities
City O� electric - stormwater - wastewater water
F6rt I 700 Wood Street
COsFo Box 580
Fort Collins, CO 80522
970,221 ,6700
970.221 .6619 - fax
970.224 .6003 - TDD
utilities@fcgov. com
fcgov. com/utilities
DATE : November 4, 2008
TO : Mayor and City Council Members
THROUGH : Darin Atteberry, City Manager
FROM : Brian Janonis, Utilities Executive Director
Steve Catanach, Light & Power Manager
RE : Information requested at October 28th work session
At the October 28th work session Council requested several items of information from Platte
River Power Authority. The items requested were :
1 . A list of the specific projects designated for the $ 120M in bonds Platte River is pursuing
in 2009
2 . A brief summary of the Windy Gap project.
3 . A graph detailing Platte River' s debt since 1973 along with the revenues collected by
Platte River from each of the member Cities and Platte River' s operating revenues .
Platte Rivers ' responses follow.
Projects Designated for $120M Bond Issue
The Transmission Projects consists of the following projects for expansion and upgrades to
Platte River' s transmission system.
The largest project involves the installation of a new 230kV transmission line from
Xcel ' s Fort St. Vrain Power Plant switchyard to a new substation in the City of Longmont. The
new line will be both overhead and underground. Another major element of the project is
rebuilding and upgrading the capacity of the existing : Longs Peak-Meadow 115kV line, the
Meadow-NW 115kVline and the NW-Fordham Tap Western Area Power Administration 115kV
line. This project will improve the reliability of the Longmont transmission system and provide
improved capacity for current electric loads and will support future load growth that may occur
in the City of Longmont. The total cost of the project is estimated to be $59, 100,000 .
To support the termination of the Fort St. Vrain-Fordham 230kV transmission line at the
Fort St. Vrain Power Plant Switchyard, Platte River will reimburse Xcel Energy for the
installation of a new circuit breaker and associated equipment. This project is necessary to
complete the electrical connection to the transmission line. The total cost of the project is
estimated to be $ 1 ,000,000 .
ATTACHMENT 5
,.Fort Collins
As part of the 230kV transmission project in Longmont the City ' s Fordham Substation
will be expanded to include new 230kV breakers, two new 230kV/ 115kV transformers, and a
new capacitor bank. The total cost of the project is estimated to be $ 8 ,000,000 , Platte River' s
Dixon Creek-Horseshoe 230kV transmission project involves the installation of a new 230kV
transmission circuit from Platte River' s Dixon Creek Substation in Fort Collins to the City of
Loveland ' s Horseshoe Substation. Platte River will rebuild a four mile segment of Western Area
Power Administration ' s 115kV line in southwest Fort Collins for double circuit operation and
will rebuild a three mile segment of an overhead line owned by Tri- State for double circuit use.
The final portion of the project is a 2 '/2 mile section of 230kV underground line that connects to
the Horseshoe Substation. The total cost of the project is estimated to be $ 16, 100,000 .
Platte River' s expansion of the Horseshoe Substation will connect the new 230kV
transmission line into the Loveland 115kV transmission loop to enhance reliability and provide
adequate capacity for future load growth. The Horseshoe Substation will be upgraded with two
230/ 115kV transformers, associated circuit breakers bus and control equipment, and the addition
of a 115kV capacitor bank to support adequate voltage in the City of Loveland during summer
peak periods. The total cost of the project is estimated to be $ 10,300,000 .
Platte River is responsible for the transmission connections to a new city substation when
requested by any of the four Municipalities. The City of Fort Collins has requested that Platte
River build transmission lines to support the operation of the Fort Collins ' Portner Substation.
The total cost of the project is estimated to be $ 12, 500,000 .
Platte River will also install transmission line termination equipment in the new Portner
Substation to support the City of Fort Collins distribution system expansion. The total cost of the
project is estimated to be $3 ,500,000 .
Platte River will provide additional breakers and substation equipment to support the City
of Loveland ' s installation of a third transformer at the city ' s East Substation. The total cost of the
project is estimated to be $3 , 800,000 .
Platte River will install new security walls at three of its 230kV substations in Fort
Collins, Loveland and Longmont. The total cost of the project is estimated to be $2,500,000 .
The City of Fort Collins has requested equipment needed to support the addition of two
50 MVA transformers at the Timberline Substation. The city plans to use this substation capacity
to serve new loads . The total cost of the project is estimated to be $ 1 ,000,000 .
Platte River will update its existing security camera management software . In addition,
new cameras, enhanced lighting and a new perimeter detection system will be installed in several
substations . The total cost of the project is estimated to be $300,000 .
Bond proceeds will also be used to fund additional transmission projects .
2
ATTACHMENT 5
Fort Collins
Windy Gap Project Brief
The Windy Gap Project was constructed in the early 1980s . It diverts waters from the Colorado
River to Lake Granby for eventual delivery to project participants on the east slope of Northern
Colorado through the Colorado — Big Thompson Project (C-BT) facilities. The point of
diversion is near the junction of the Colorado and the Fraser Rivers . Diversions occur during
periods of high flow, typically April through June. The Windy Gap Project is owned and
operated by the Municipal Subdistrict, Northern Colorado Water Conservancy District (MS-
NCWCD), of which Platte River Power Authority is a project allottee.
Platte River anticipates delivery of 5 , 150 acre feet of Windy Gap annually, of which 4,200 acre
feet are exchanged for 4,200 acre feet of Fort Collins treated effluent. The treated effluent is
pumped to the Rawhide facility for use as cooling water. The remaining 950 acre feet of Windy
Gap water is delivered to Rawhide from the Horsetooth Reservoir Soldier Canyon outlet. This
water is used for boiler feedwater, site service water and for human consumption after treatment.
In most years the Windy Gap Participants receive their Windy Gap allocations, however for
about one third of the years deliveries are limited due either to lack of water in priority (dry
years) or lack of storage for Windy Gap in the C-BT system (wet years) - ironically, the reliance
on C-BT storage facilities restricts the capability of delivering full Windy Gap allocations during
wet years . Consequently, the Windy Gap Participants, including the cities of Loveland, and
Longmont as well as Platte River, are cooperating in the construction of a firming reservoir.
This firming reservoir will be located near Carter Lake in Boulder County and will be named the
Chimney Hollow Reservoir.
Once Chimney Hollow Reservoir is constructed, Windy Gap water will be delivered through the
C-BT system to fill Chimney Hollow. Once filled, the firming waters in Chimney Hollow can be
reintroduced into the C-BT system for delivery to the Windy Gap Participants when Windy Gap
water is unavailable at the diversion point or from Lake Granby storage .
A Draft Environmental Impact Statement was issued by the U. S . Bureau of Reclamation in
August 2008 . The Draft EIS identified a number of environmental issues and mitigation
strategies. In conjunction with western slope water users two additional significant mitigation
measures are being explored. The first of these would provide 2 ,300 acre feet of firm yield from
the Windy Gap Project to the Middle Park Water Conservancy District (MPWCD) . Presently
MPWCD is entitled to the first 3 ,000 acre feet of Windy Gap pumped annually, but this is not a
firmed resource. NCWCD proposes to use its storage in the Granby Reservoir to firm deliveries
in the noted amount. The second mitigation measure addresses flows in the Colorado River.
NCWCD proposes to dedicate 2,700 acre feet from the Red Top Ditch allocation held by
NCWCD to late summer releases . These late season releases will satisfy the requirements of the
Upper Colorado Endangered Fish Recovery Program and will also enhance stream flow
conditions in Grand County.
Neither of these mitigation measures were discussed nor accounted for in the Op Ed article
appearing in the Denver Post on October 26 .
3
ATTACHMENT 5
Fort Collins
Graph of PRPA, Four Cities Revenues and debt
Platte River Power Authority
10/29/2008
$ 1,000,000,000
$900,000,000
$800,000,000
$700,000,000
$600,000,000
$500,000,000
$400,000,000
$300,000,000
$200,000,000
$ 100,000,000
m v M Q) W m o m y in io n m o m a in n a m o N m v M W n
n n n n n n n co w co w w co o� co w co m m m m m m m m m m o o O o o O o O
m m m m m m m m m m m m m m m m m m m m m m m m m m m o o O o o O o O a0 m o
ei ei ei ei ei e-I ei e-I ei ei ei ei e4 ei ei ei ei ei rl e-I ei ei ei ei e-I ei e4 N N N N N N N N O O ei
O O O
- Debt Outstanding - Operating Revenues -Sales to Fort Collins - Sales to Longmont - Sales to Loveland -Sales to Estes r�Park
Long-term * Total Municipal Revenues
DebtOutstandin Operating Revenues Sales to Fort Collins Sales to Longmont Sales to Loveland Sales to Estes Park
1973 $ 330,000 $ 1,579,048 $ 729,853 $ 434,928 $ 316,737 $ 97,530
1974 51800,000 41099,803 17931/304 1, 117,280 790,516 2601703
1975 35/000/000 5,808, 651 21699,028 1/610/638 1, 103, 139 385,622
1976 100,357,388 81548,404 3,8771503 21420, 188 11655,799 581,428
1977 177,5801752 11,805, 286 51254,479 31303,476 21452, 143 781,702
1978 1841570,360 16,9081478 71451,455 4/660/254 3,572, 650 11061, 293
1979 233,447,845 21,896, 531 9,363,550 51544,919 4,4001426 11353, 178
1980 31075661008 29,6911255 91644,006 57479/001 4,3291548 11213,313
1981 4061911,225 47,7031704 12,592,070 61751,388 5,4081500 1,593,081
1982 676,7881421 55,419, 645 18,563,887 9,765,596 71646,915 2,444,479
1983 804,525,307 585817391 191284,460 10,8691039 9,072, 646 21456,981
1984 7791217, 162 119, 3901923 19,227564 111624,329 9, 1541166 2,554,959
1985 7581353, 182 146, 3251184 20,0951907 11,363,434 9/ 229/967 2,6091606
1986 747,557,332 144, 746,972 20,7411312 11,473,756 91202,607 21586,739
1987 99112631978 145,239, 254 211713,799 11/933/511 9,535, 639 21664,905
1988 9801957,854 146,0271235 241275,872 12/555/398 10,2401644 21819,448
1989 96979621268 147,0171476 261208,733 137202/252 10,638, 289 21995,836
1990 8951846,838 142,6301293 271198,310 13/408/815 11,683, 775 31011,858
1991 8841945,034 138,2311632 281409,948 14/073/699 12,0291746 31256,205
1992 881,285,640 135, 138, 217 29, 161,963 151068,981 12,2051681 3, 153, 184
1993 6141331,358 138,4291215 311346, 184 16/ 193/312 12,788, 190 31121,931
1994 571,978,358 137,4651883 32,668,582 17/079/301 13,4361247 31109,290
1995 499,721,994 136,211, 627 341388,303 177778/794 14,403, 759 31212,265
1996 44912481833 135,957, 312 361631,507 18/789/239 15,230, 634 31347,421
1997 38518141977 128,2641005 37,409,047 19/ 102/ 184 15,8671633 31479,031
1998 37070711528 122,778,935 39,037, 151 207497/086 16,447,982 31529,310
1999 35217271076 126,772,974 401265,870 21/820/351 16,483,414 3,637, 161
2000 33410291876 138,0771477 431661,842 24/ 198/576 17,7641188 3 ,801,411
2001 323,056, 176 151,3131867 45,320,065 251587,946 18,3241483 3 ,831,607
2002 38914921220 131,525,473 471393,923 26/891/475 19,617, 327 41032,642
2003 35816541426 141,8651680 481524,782 271294,478 20,4161241 41081,919
2004 345,987,669 145,2621757 51,0791251 281712,825 21,365, 230 4,2911364
2005 3321702,688 151,0411726 55,685,531 31/269/994 24,525, 233 41590,883
2006 315,485,792 157, 1421925 551848,007 321012,770 25,479, 715 4,619, 186
2007 293,716,768 163,3781599 58,232,914 33 , 161,849 26,6401559 4,657,040
2008 ** 2721959,000 165,3211500 601134,900 34/445/000 28,580,000 41902,600
2009 ** 3731596,000 178,593,886 63, 184, 286 351991,945 30, 2241529 5,057, 101
2010 ** 352,261,000 183,6951764 67,281,288 381363,998 32, 1991813 5,397,308
* Debt Outstanding represents par amounts of long-term debt plus unamortized debt associated costs as reported on the Balance Sheets .
** Years 2008, 2009 and 2010 are projections .
4
ATTACHMENT 5
City of
,Fort Collins
Platte River has also provided information on the individual Cities demand and energy growth.
As noted by Brian Moeck in the meeting the Cities growth rates have been similar.
Municipal Growth
1973 - 2007
Estes Park 7 18 11 153 % 2 . 69 %
Fort Collins 50 296 246 491 % 5 . 21 %
Longmont 29 169 140 481 % 5 . 16 %
Loveland 20 146 126 630 % 5 . 84 %
Total 106 628 522 493 % 5 . 21 %
Municipal Demand Growth
350
300
250
3 200 ■ 2007
150 ■ 1973
100
50 2 .69 %
Estes Park Fort Collins Longmont Loveland
MWh 1973 ii
Estes Park 32 , 671 130 , 067 971396 298 % 4 . 03 %
Fort Collins 253 , 824 1 / 484 / 986 1 , 2311162 485 % 5 . 18 %
Longmont 142 423 840 145 697 722 490 % 5 . 20 %
Loveland 1101559 691 , 795 5811236 526 % 5 . 38 %
Total 5391477 3 / 146 / 993 21607516 483 % 5 . 17 %
Municipal Energy Growth
11600 , 000
11400 , 000
11200 , 000
11000 , 000
800 , 000 ■ 2007
600 , 000 1973
400 , 000
200 , 000 4 . 03 %
Estes Park Fort Collins Longmont Loveland
5
ATTACHMENT 6
Utilities
City0� electric o ater-wastewater•water
Fort Collins 00 Wood Street
PO Box 580 F
Fort Collins,s CO CO 80522
970.221.6700
970.221.6619—fax
970.224.6003—TDD
utilities Ofcgov.com
/cgov.com/utillties
MEMORANDUM
TO: Mayor Hutchinson and City Councilmembers
THRU: -Diane Jones, Acting City Manager
Brian Janonis, Utilities Executive DirectorvP
FROM: Steve Catanach, Light &Power Operations Manager
CC: Patty Bigner, Brian Moeck(PRPA), Joe Wilson (PRPA),John Bleem(PRPA)
DATE: October 23, 2008
SUBJECT: Supplemental information for the October 28, 2008 Work Session—Development
of 3000 kW of renewable generation.
During the October 28`h Work session, Council will be discussing the Power Supply Agreement
between Platte River Power Authority and the City. One of the changes proposed in the Power
Supply Agreement is a provision which allows the City to develop its own generation resources
up to I% of its annual peak demand. This is to be generation owned by the City. There is no
limit on the size or amount of generation that can be developed by our customers. One percent
of our system peak is approximately 3,000 kilowatts (kW) of generation or approximately 60%
of the City facilities demand. While 1% may seem like a relatively small amount of generation it
is a fairly significant amount of generation on a distribution system. To give the Council an idea
of scale I'd like to provide the following details on the size and cost associated with developing a
solar plant, large wind turbine, small wind turbines or a hydro project. Please note that all of the
costs estimates provided below are very rough ballpark estimates. More detailed analysis will be
required prior to committing to any project or projects.
• A 3,000 kW solar project would require approximately 15 acres of land and would cost
between $25,000,000 and $30,000,000. At a cost of 25 million dollars the Return on
Investment would be 32 years. (This assumes; no caring charges; a 4% increase in power
costs per year; generation levels as modeled with NREL's PVwatts software)
• 3,000 kW of large wind power would require siting a single turbine within an existing or
developing wind project. The cost would be in the ballpark of$7,000,000. The Return
on Investment would be approximately 11 years. (This assumes; a 30% capacity factor,
no caring charges;4% increase in power costs per year)
Cftyof
�t�h
• Small wind turbines placed on City facilities could also be considered. The cost of a
small 2 kW wind turbine is typically around$5,000/kW. Installing 3,000 kW of small
turbines would cost approximately$15,000,000. Approximate Return on Investment
would be 19 years. (Assuming; a 30% capacity factor; no caring charges; 4% increase in
power costs per year.)
• In 2003 the City did a study on siting a small hydro generator at the dissipation vault on
the Horsetooth intake for the City Water Treatment Facility. The study evaluated
construction of either a 133 kW or a 339 kW plant. Both alternatives studied produced
very positive results. The 2003 costs were$330,000 and $1,100,000 respectively
resulting in an approximate Return on Investment in the five year range. L&P recently
applied for a grant from the Colorado Water Resources and Power Development
Authority to assist in a study to update the evaluation and costs produced in the 2003
study. There is not 3,000 kW of hydro generation available to the City. The study
identified the levels above as the maximum.
The change to the Power Supply Agreement provides the City the opportunity to develop small
generation projects. Development of a 3,000 kW project would be a major undertaking.
However, I believe the change provides us with the flexibility to take advantage of opportunities
to develop smaller projects as they come along. An example would be the proposed 100 kW of
solar panels planned for installation at the Pickle Plant as part of the Art in Public Places project,
or if still cost effective, development of a small hydro plant. Projects will have to be evaluated
on an individual basis, and certainly as new technologies develop we will have to evaluate those.
This change gives us the ability to explore new options.
Please let me know if I can answer any questions or provide any additional information.
ATTACHMENT 7
PLATTE RIVER
POWER AUTHORITY
Estes Park • Fort Collins • Longmont • Loveland
December 19,2008
Mr. Steve Catanach
Light&Power Manager
City of Fort Collins
P.O. Box 580
Fort Collins,Colorado 80521
Re: Municipal Ownership of Electric Generation
Dear Steve,
Pursuant to your request, attached is an opinion letter from our bond counsel addressing
the possibility of increasing the de minimis municipal generation exception contained in the
draft power supply agreement to ten percent of peak load.
By way of background,for the first time since the creation of Platte River as the generation
and transmission provider for Fort Collins in 1973, the draft power supply agreement under
consideration contains a provision that allows Fort Collins to own and operate new
municipal generation. Referred to as the de minimis exception, this provision allows new
municipal generation in an amount of one percent of the peak load of Fort Collins.
Accompanying the de minimis exception is language to the effect that if Fort Collins installs
generation in an amount that meets this one percent threshold, the parties will revisit this
limitation. Inclusion of the de minimis language allows Fort Collins to install generation in
variance of the all-requirements provisions of the power supply agreement sufficient to
meet well over half of the demand at municipal facilities—an opportunity that does not
exist under the current contract.
We are all painfully aware of the constriction of available capital in the debt markets.
Today, the municipal bond market is very much a buyer's market. Increases to bondholder
risk can make issuances unmarketable or significantly increase the interest costs. Suffice it
to say that if we were vetting the one percent de minimis threshold with rating agencies
today, their reception to this exception to the blanket protections presently available to
bondholders would be uncertain. That having been said, we are moving forward with our
next bond issuance and the Official Statement will include disclosure of the proposed de
2000 East Horsetooth Road • Forf Collins, Colorado 80525-5721
970/226 4000•VWWi prpa.org
Mr.Steve Catanach
City of Fort Collins
December 19,2008
Page 2
minimis exception. We believe this evidences the commitment of Platte River to work with
Fort Collins and the other owner municipalities as they explore distributed generation as a
component of their local resource mix.
With that context,I will let the letter from bond counsel speak for itself.
Sincerely,
Brian H. Moeck
General Manager
Enclosure: Letter from bond counsel
cc: Bob Goehring, Utilities Director,Town of Estes Park
Mayor Doug Hutchinson,City of Fort Collins
Brian Janonis,Utilities Executive Director, City of Fort Collins
Mayor Roger Lange,City of Longmont
Ralph Mullinix, Director, Loveland Water and Power
Mayor Gene Pielin,City of Loveland
Mayor Bill Pinkham, Town of Estes Park
Tom Roiniotis,Director,Longmont Power and Communications
Joe Wilson, Esq., Platte River Power Authority
Dave Smalley,Chief Financial Officer,Platte River Power Authority
k
i
ATTORNEYS R COUNSELORS AT LAW
633 S5T EFMH STREET.SUITS 3000
Sherman & Howard LA-C. °BONE 03�29 Z
_ FAX 303 29SM40
OFFICES IN:COLORADO SPRRNM
STEAMBOAT SPRINGS•VAN.•PHOENIX
REND•iASVEGAS•ST.LOUIS
December 19,2008
Joseph Wilson,Esq.
Platte River Power Authority
2000 East Horsetooth Road
Fort Collins,CO 80525-5721
RE: Fort Collins Inquiry concerning Municipal Generation
Dear Mr. Wilson:
We understand that over the last several months, Platte River Power Authority
("Platte River") and the City Councils of your member cities (the "Member Cities") including
the City of Fort Collins ("Fort Collins"), have been considering proposed amendments to the
organic contract establishing Platte River and to its all-requirements supply contracts with each
Member City. The proposed amendments would extend the term of the existence of Platte River
and of the all-requirements contracts through 2050, (extending the current terms running through
2040 by ten years). The proposed power supply agreements contain a new provision that would
allow a Member City to install its own generation capacity up to an amount equal to one percent
of the peak load of that Member City. This provision would modify the "all-requirements"
protections currently contained in the existing power supply agreements. In connection with the
proposed extension, a member of the Fort Collins City Council has asked about the legal and
financial implications of an amendment that would allow Fort Collins to install generation in a
capacity amount up to 10% of its peak requirements.
This letter will examine the legal implications of the proposed amendment in light
of Platte River's existing bond covenants and will offer the writer's perception of how such an
amendment would be viewed by the bond rating agencies. We are rendering this opinion in our
capacity as Platte River's bond counsel. As bond counsel to Platte River, Sherman & Howard
advises Platte River in connection with structuring new bond issues and renders an approving
opinion on the validity and enforceability of Platte River's bonds,as well as advice in connection
with compliance with Platte River's covenants for the benefit of outstanding bonds.
Fort Collins is one of four municipalities ("Member Cities") that established the
Platte River Power Authority, a separate governmental entity and political subdivision pursuant .
to Section 29-1-204, C.R.S. (the"Power Authority Act"). Fort Collins executed and is a party to
an organic contract with the other Member Cities, originally entered into on June 17, 1975 and
amended and restated as of July 1, 1998(the"Organic Contract").
The creation of a mechanism by which Colorado municipalities could jointly
finance costly generation and transmission projects was the primary purpose of the Power
Authority Act. Platte River was created under this statute in order to finance and construct
e•
Sherman & Howard L.L.C. Joseph Wilson,Esq.
December 19,2008
Page 2
generation and transmission facilities and act as a wholesaler of electrical power to and for the
benefit of the Member Cities, which in turn retail the power to their respective residents. The
clear purpose of Platte River is to provide a financing mechanism for the wholesale electric
power and energy requirements of its constituent municipalities(Organic Contract Section 2.1).
Platte River has issued and there is now approximately $300 million of long-term
bonds maturing through June 1, 2018'in the hands of investors. (The typical long-term bond
issue in the municipal power sector is structured to amortize over a 30 year tetra from either its
issue date or the date the project it finances comes on line.) Platte River has issued virtually all
of its long-term bonds under a General Power Bond Resolution adopted in 1987,which contains
the pledge of revenues and covenants required by bond purchasers as security for Platte River's
repayment obligations. Except to the extent of surplus sales receipts, Platte River's bonds are
payable from the revenues derived from its sale of wholesale energy to its Member Cities,
including Fort Collins. We understand that Platte River's long-term bonds have been rated in the
second-highest category ("AA") by each of the three municipal rating agencies for the last 10
years.
In addition to being a party to the Organic Contract, Fort Collins is a party to an
Amended Contract for the Supply of Electric Power and Energy,dated July 1, 1998(the"Supply
Contract") whereby Fort Collins agrees to purchase from Platte River all electric power and
energy that Fort Collins requires for its municipal electric system. The Supply Contract remains
in effect until December 31,2040, or until thereafter terminated following six-months notice.
Platte River is obligated, pursuant to Section 6.06(b) of its General Power Bond
Resolution,to enforce the provisions of the Supply Contract. Platte River has further covenanted
not to "consent or agree to or permit any rescission of or amendment to any [Supply Contract]
which will in any manner impair or adversely affect the rights of the Authority thereunder or the
rights or security of the bondholders under the Resolution."
Article I of the current Supply Contract provides that:
Platte River shall sell and deliver to Fort Collins and Fort Collins shall purchase and
receive from Platte River all electric power and energy which Fort Collins shall require
for the operation of its municipal electric system to the extent that Platte River shall have
such power and energy available; provided, however, that Fort Collins shall have the
right to continue to generate its own power and energy to the extent of the capacity of its
generating facilities in service on September 5, 1974. '
Fort Collins' contract with Platte River is made payable solely from revenues to
be received from the sale of electric power and energy to its electric utility customers during the
term of the contract. As acknowledged in the recitals, each of the other Member Cities entered
into substantially similar supply agreements with Platte River, in connection with execution and
delivery of the Organic Contract,and upon extension of the term of such supply agreements.
Sherman & Howard L.L.C. Joseph Wilson,Esq.
December 19,2008
Page 3
The Supply Contract is a "requirements" contract. These supply contracts with
the Member Cities constitute the primary source of revenues over the 30 to 35-year life of the
Platte River bonds issued to construct electric generation and transmission facilities. Since Platte
River has no retail customers; it is dependent upon the revenues it receives from the Member
Cities to service debt. It is for this reason that Platte River's bond resolution contains the
covenant by Platte River to enforce each Supply Contract and not to amend the Supply Contracts
in a manner that adversely affects the holders of its bonds.
Over the last 30 years, we have had to consider a number of proposed
arrangements involving acquisition by a Member City of additional power from small generation
facilities. For example, under the Public Utility Regulatory Policies Act ("PURPA'), which
requires electric utilities to buy power from non-utility cogeneration and small electric
generation facilities at the "avoided cost" rate, Platte River and the Member Cities entered into
parallel generation purchase and sale agreements. (However, we understand no projects under
PURPA have been implemented through these agreements.) More recently, Platte River has
been approached about Member Cities potentially purchasing (e.g., pursuant to a net metering
arrangement) energy from small solar or cogeneration facilities. Given the de minimus size of
the projects and the likely amount of energy from such sources, and the unlikelihood of any
economic harm to Platte River from such sales, we have advised Platte River that we could see
no legal need for Platte River to insert itself as purchaser of such energy. (We understand that
none of the renewable projects in fact were implemented.)
When Platte River initiated the renewal and extension process for the Organic
Contract and the Member Cities supply contracts approximately one year ago, we were
approached by you. You expressed a desire to eliminate the de minimis project-by-project
analysis with an amendment quantifying a comprehensive exception to the all-requirements
obligation within the supply contracts. After conferring, we agreed that defining an objective
level for the Member Cities to pursue renewable generation on the face of the agreements made
sense, for three reasons. First, including the exception to the all-requirements obligation as a
provision of the agreements would permit objective disclosure in future Official Statements (i.e.,
the offering documents for Platte River bonds)as opposed to the individual de minimis analysis,
the existence of which had not been disclosed to prospective bond buyers. Second, a specific
level for allowable municipal generation, provided that did not jeopardize the security upon
which bondholders relied, would allow the Member Cities to craft individual renewable
portfolios. Finally, Platte River could achieve administrative savings by avoiding involvement in
small project review, documentation and implementation.
The concept of including a small quantified exception to the prohibition on
municipal generation within the supply contracts was subsequently discussed with staff members
representing the Member Cities. Through these discussions it was determined that a municipal
generation level set at one percent of the peak was satisfactory to the municipal representatives.
This would allow a total of over six megawatts of municipal generation spread among the
Member Cities, which would represent a significant increase over the past developments under
the de minimis case-by case approach. When we were approached as bond counsel with this one
J
Sherman & Howard L.L.C. Joseph Wilson,Esq.
December 19,2008
Page 4
percent threshold we reviewed legal authorities to determine whether Platte River would be
permitted to enter into an amendment to the Supply Contracts including the objective one percent
exception.
The legal issue presented is one of compliance with Platte River's covenant under
its bond resolutions: does the amendment, taken as a whole, "in any manner impair or adversely
affect the rights"of Platte River or the bondholders? We have examined contract law generally
and Colorado case law in particular, and while we found no authority directly in point, have
determined that under principles of the Restatement (Second) of Contracts (as adopted by the
Colorado Supreme Court), the key factor is whether under all the facts and circumstances, Platte
River is deprived of any substantial benefits expected under the contract. National Propane
Corp. v Miller, 18 P3d 782, 789(Colo. App.2000); . On its face, allowing the Member Cities to
generate up to six megawatts of power and reduce and purchases from Platte River by such
amount would appear to adversely affect Platte River and its bondholders, since it marginally
decreases the ability of Platte River to cover its fixed costs through billing the Member Cities,
and to that same extent exposes Platte River to the risks of having to sell up to six megawatts of
surplus power and energy on the open market. However, it is also clear that Platte River
management may take into account the net benefits which it (and its bondholders) will receive
from (i)the extension of the term of the Supply Contract itself and (ii) from its non-involvement
in a host of small renewable energy projects with unproven reliability and cost-benefit ratios.
Subject to verifying that the amendment will not adversely affect Platte River's ratings on its
outstanding bonds (discussed below), we have concluded That, while it is close question, Platte
River may enter into the proposed amendment to the Supply Contracts including the provision of
additional municipal generation of up to one percent of municipal peak. (We would recommend
including a provision dealing with the admittedly unlikely event that a Member City peak
declines in a future year.)
In early 2008, we determined that it was advisable to consult with the rating
agencies concerning the proposed negotiation of an objective exception to the prohibition on
municipal generation. As mentioned above, part of the legal analysis depends on whether
existing bondholders would be materially damaged by the amendment. Apart from the general
economic cost-benefit for Platte River, if the change were to result in a downgrade of the ratings
on Platte River's outstanding bonds, Platte River would not be permitted under its covenants to
enter into the amendment. This writer had conversations with representatives of Moody's
Investors Service and Standard & Poor's rating agencies in early 2008. In my discussions with
the rating agency representatives, I presented the case for such an objective quantification (as
opposed to the case by case de minimus standard) as beneficial to Platte River, particularly in
avoiding the administrative burden of inserting Platte River in many small and non-economic co-
generation projects. Based on those conversations, the concept of amending the Supply
Contracts to provide an express standard of one percent of municipal peak for such co-generation
did not raise the prospect of any rating downgrade for Platte River bonds. I would caution,
however, that the formal rating process on Platte River's new proposed bond issue will provide
the only definitive judgment on that point.
r
Sherman & Howard L.L.C. Joseph Wilson,Esq.
December 19,2008
Page 5
As bond counsel we have concluded that Platte River may enter into an
amendment to the Supply Contracts extending the term and including a one percent of peak
exception to the prohibition of municipal generation. However, based on my understanding of
the financial importance of the exclusivity of the requirements contract to maintenance of Platte
River's ratings this would be the maximum threshold consistent with its obligations under its
bond covenants. In our opinion,an amendment to the Supply Contract permitting Fort Collins to
own and operate generation up to 10% of its peak load requirement would not be consistent with
Platte River's covenant to enforce the Supply Contract and not to consent to amendments
adverse to the security of existing bondholders. The surplus capacity associated with such a 10%
of peak exception could expose Platte River and its existing bondholders to substantial financial
risk. Such risk, in our opinion, would completely outweigh any benefit from the contract
extension or cost savings to Platte River.
Please contact me if you have any questions concerning this letter or if you wish
us to do anything further.
Respectfully submitted,
PuonM92e912.1
ATTACHMENY8
Fort Collins Utilities Electric Board Minutes
Special Meeting
Tuesday,January 20, 2009
Electric Board Chairperson Citv Council Liaison
John Morris, 377-8221 Wade Troxell, 219-8940
Electric Board Vice Chairperson Staff Liaison
Dan Bihn, 218-1962 Robin Pierce, 221-6702
Roll Call
Board Present
Board Chairperson John Morris, Vice Chairperson Dan Bihn, *Tom Bamish, Steven
Wolley, *John Harris and Steve Yurash
Board Absent
John Graham
Staff Present
Meagan Peil, Steve Catanach, Robin Pierce and Jenny Lopez-Filkins
Guests
Joe Wilson, John Bleem and Eric Sutherland
Meeting Convened
Chairperson John Morris called the meeting to order at 5:32 p.m.
Public Comment
Citizen Eric Sutherland would like to make a comment related to the last City Council
meeting and the question that was asked of him, if he read the Energy policy and he has
read the Energy Policy.
Also, he has suggested that the City of Fort Collins Electric Board is not immediately
concerned about the citizens of Fort Collins. It is irresponsible of City Council to have to
sit through more of these issues without the consideration of the Electric Board and the
PRPA contracts are not an exception. And the Board is not aware of the fact that our
service area protection would be violated because the Council cannot overturn State
Laws. Our future and national security are in the balance.
Net Meterina and Service Code-Formal Recommendations
Light and Power Operations Manager Steve Catanach would like the Board to look at the
net metering and code change with a formal recommendation. That would be in the form
of a letter or memo from the board itself.
1
This will rap up the last four months of our discussion of net metering and code change
and Council needs guidance from the Board before work sessions and has asked
specifics. These are difficult issues that they will need guidance for.
Key discussion points for net.metering are the purchase of annual excess energy from our
customers for the retail rate and we establishing the net metering maximum as 1 M W;
how the tariff rate will be used after the I MW generation. The service code language
states clearly that PRPA and the City would recover all of its costs directly or indirectly;
as we moved on with the discussion wanted to break the identifiable costs out and those
are PILOTS (Payments in Lieu of Taxes), insurance and infrastructure.
City Manager Darin Attebury has recommended adopting a waiver of the PILOTS for
three years due to the possible impact on the general fund. Also, recommended is coming
and reexamining the codes and PILOTS in three to five years.
The'concerns of insurance were that if a customer's facility could impact other customers
negatively then the customer would be required insurance.
Board recommendations were the Sunset provision, insurance, and the impact on our
infrastructure and the costs to us for that. Should the payment be from the customer or
utilities if there is an impact on our infrastructure? For example, you have twelve homes
on a transformer and all of those customers put on a solar unit and hit maximum
generation and that would overload our transformer. Who is responsible for the
transformer upgrade? The recommendation from Council is to accept a certain limit we
would pay for costs and then when the customer hits the limit then they would absorb the
costs. Also, on the commercial side,we would ask the commercial customer to absorb the
cost of the equipment.
What is the standard for the state coverage or with Xcel regarding insurance coverage?
Xcel energy did not have any mention of the insurance on their website but Austin did
have a requirement for insurance.
Do they even have insurance coverage for this through someone like Slate Farm?
Not sure what kind of insurance coverage it is. We will look into it.
Would that be home owner's insurance?
Just as far as the liability issue of the unit and if something were to go wrong.
The risk for residential is minimal compared the risk for the larger commercial systems
could be. We
There are houses on a cul de sac with a transformer at the end, three of those houses put
solar panels on their houses and covers their demand, would that cause problems to the
transformer?
On a solar installation there would be very little affect on the transformer because they
would not have the momentum feed into the system to affect voltage. However, a small
wind turbine could because it has the momentum to feed into the system.
What about the use of an electric generator?
2
The generators are not a problem in most cases because the owner has to transfer the
power with a transfer switch and generators do not operate in parallel with us.
Large industrial arch welder with a computer company right nest door and welder has
caused issues with the computer company and their service, how do you handle that?
There are rules and regulations that would require the customer to correct to any damage
to our system.
What if someone doesn 't have a reduced voltage starter?
Provision to require them to correct it and send the power back to us and it is usually after
the fact.
Is there anyway to protect against this type of situation?
There are expensive treatments that we would ask home owners to have and maintain.
We are going with motor generators that parallel to our system. We are also developing a
piece of switch gear that will fundamentally disconnect before something goes wrong.
Service code change is geared to the third party generators which would be over a certain
amount. Our goal is to address these issues in the code.
Could we mention in the code that we have insurance but with lack of insurance will not
relieve you of liability?
This would be brought with the interconnections standards and the interconnection
agreements.
Recommendation would be to address the insurance in interconnection agreements.
Where is the actual language of the code?
We do not have the actual language because the intent was to go to Council for
recommendation and then the recommendation of the Board and then proceed with the
written language. We are not asking for an approval of the language we are asking you to
give recommendations on how we would put the issues into the language.and those issues
are PILOTS, insurance and third party generators.
Assistant City Attorney Jenny Lopez-Filkins has suggested that the PILOTS needs to be
addressed in the service code change because of it being a financial issue. Also, PILOTS
is mentioned in the interconnection agreement and infrastructure, insurance, and
indemnity agreements will be in the interconnection agreement and not necessarily in the
service code change. This would cover all bases in this type of situation.
The Board would like to see more from the insurance side and what is being done
throughout the state not just in Austin because if a homeowner sees the need for certain
insurance than no one will put a solar unit on their residence.
Are referring to certain code sections?
These recommendations from the Board will go to Council, in turn Council will make
their recommendations, the code is written and Council will then vote on the way it will
be written.
3
* Tom Barnish and John Harris excused themselves due to the association with
PRPA (Platte River Power Authority) and will not vote on the amended contract
agreements; they left at 7:02 p.m. Remaining members are Chairperson John
Morris, Vice Chairperson Dan Bihn, Board Member Steve Yurash and Board
Member Steven Wolley.
PRPA (Platte River Power Authority) Agreements
Organic Contract and the Energy Supply Contract
Light and Power Operations Manager Steve Catanach brought the contracts in July 2008
to the Electric Board as an information item and now it has been found that the Board
needs to recommend to Council to adopt the amended contracts with PRPA.
Organic Contract is fundamentally the bylaw structure of Platte River and how it
operates, structure and how they are run. This is a contract between all four cities and
PRPA and not just the City of Fort Collins. The original contract was established in 1975
and then amended in 1998 and 1999. This contract must be approved by all four cities
and that establishes the governing structure. The Board of Directors of PRPA is made of
two members from each of the cities and the mayor is automatically placed in one of the
positions and historically, the other position being filled by the Executive Director of
Utilities.
The amendments in 1998 added some additional functions to PRPA and Fort Collins
contracted PRPA to house and maintain our Banner billing system and for Fort Collins to
use the phone fiber system and PRPA has the right to contract that out also.
The amendments that are proposed now are actually minor and it is adding renewable
resources to the type of resources for electric energy that PRPA will provide to the City.
This will add the development of products and services in support of efficiency
improvements for generation, transmission and use of electrical energy to the list of
services, functions and facilities that PRPA can provide to the cities.
Also, the contract amendments would clarify the expiration dates of the terms of the
appointed directors. There is no multiple term limit it is simply a date that those terms
will be taken back to the governing bodies to reseat someone to the Board of Directors.
Another amendment in the contract, the ability of the appointed directors to attend the
meeting in a teleconference style and it would be considered attendance of the Board
meetings.
The current contract states the General Manager would be replaced by the Chairperson of
the Board of Directors and this in the case of retirement or leaving and the contract would
amend to give the Board of Directors the authority to appoint a new General Manager.
Another amendment would extend the contract for another ten years and would expire
December 31, 2050. The contract is generally brought every ten years and the goal being
to keep the contract far enough out that the contract does not expire before the bonds due.
4
The other contract that is in question is the contract for supply of power and energy with
PRPA. This contract is confusing but it is the melding of two different contracts in this
agreement.
The facilities agreement with PRPA that designates responsibility for the substations,
grounds keeping and maintenance and is a separate agreement that will now be a part of
the contract for supply of power and energy.
In addition to this, the contract will state that PRPA will be the sole provider of electrical
energy to the City of Fort Collins and we will only purchase from PRPA. We are
guaranteed customers of PRPA. In the existing contract it states it will not allow any
internal generation but the proposed amendment will allow the City to develop one
percent of the peak load. The new contract would give the City the ability to generate
electricity to sustain their buildings. The one percent is only for the cities facilities use
and is not referring to the generation for residential or citizen use.
What if we put a wind generator on this building, is that what we are talking about?
We could but we have other opportunities like hydro.
What is the intent of developing the Cite its own renewable energy?
It will open the door for us, for example the pickle plant and solar array that is considered
art in public places but it will be generating electricity.
Is there a way to make it clearer?
Council now understands what it means in the contract and that it is a contract between
the cities and PRPA not with citizens.
As far as the facilities agreement portion, it is stating it will reduce the time period of four
years to two years of notification for the replacement of a substation unless transmission
is required then we would be required to continue with the four year notification. Also,
this would allow each party would have access to the substations and license to occupy
the substations. This will also cover that neither party will be in default of their
obligations if they can not fulfill their obligations due to uncontrollable forces, i.e. forces
of nature like a tornado knocking a line out.
The term of the contract will also be extended and the goal of the extension is to have a
contract in place to cover a loan. The PRPA are showing the bond persons that they have
a source of income.
Can the bond go past the termination date?
Without the contract it will up the risk to the bond analyst and there should be a customer
for the term for the loan. It would be very unlikely for the bond to go past the 2040 date,
however, there could be a bond issue in the upcoming years and would the contract
would cover that bond issue to 2050.
This is the criteria for the bond ratings from the CFO (chief financial officer) of PRPA
and what Moody's looks at for the issuance of a bond. There needs to be almost a
complete monopoly for providing electricity energy, issue tax exempt, strong link with
local government and there needs to be a market position for the bond.
5
What about the parallel generation? What Poudre School District decided to go with
Sun Edison and put in a 3 AIJV system?
The contract would not be affected because the contract we are looking at is not about
citizen generation but the generation between PRPA and the City. A 3 MW system would
be in the service code language above the 1 M W system thresholds because it would be
third party generation. However, it would affect the infrastructure and would really need
to be looked at before putting that kind of system in to play. There would also be a
different buy/sell agreement and the costs would affect all the parties. This would also be
with the PRPA tariff 3 and other costs with the ancillary costs. We would work with
someone with a generator this type of system.
How would you collect on a tarif}?
That would be in the buy/sell agreement and that would be in the retail rate agreement. If
they would generate we would purchase at the retail rate. The buy/sell agreement would
be covering all the costs. We have no experience with an actual situation but we do have
this in place to cover if we do have renewable resources like another generation system.
Motion of the Electric Board is to recommend to City Council the adoption of contracts
with amendments.
Motion passed unanimously.
Adjournment
The meeting was adjourned at 8:15 pm following a motion to adjourn by Board Member
Yurash.
Submitted by Meagan Peil, Electric Board Secretary
Fort Collins Utilities //
Approved by the Board on 7 2009
Signed
Meagan Peil D
6
ATTACHMENT 9
Utilities—Electric Board
700 Wood Street
City of
Fort Collins Box 580 97
Fort Collins,CC 80522
970.221.6702
970.416.2208—fax
fcgov.corn/utilities
Date: January 21, 2009
To: Wade Troxell, City Council Member and Electric Board Liaison
From: Fort Collins Electric Board
Re: Amended and Restated Organic Contract and Amended Contract for the Supply
of Electric Power and Energy
At the January 20, 2009 Electric Board meeting the Electric Board endorsed the Amended and
Restated Organic Contract between the Cities of Fort Collins, Longmont, Loveland and Estes
Park and the Contract for the Supply of Electric Power and Energy between the City of Fort
Collins and Platte River.
The Electric Board felt that the existing agreement with PRPA has assured our community
highly reliable and extremely affordable electric power since its inception. A reference to
environmentally responsible resource options updates the contract to indicate current City goals.
The proposed modifications that allow the City of Fort Collins to generate power and energy for
its own use from any new generation resource(s) owned and operated by Fort Collins provided
that the total rated capacity of all such new generation is no greater than 1,000 kW or one percent
of the peak load of Fort Collins, whichever is greater, provides outstanding flexibility for the
City to promote renewable energy in its city owned facilities. Additionally, language has been
added which specifically details that PRPA will provide services and products that improve the
efficiency of generation, transmission and use of electrical energy.
To insure the strength of Platte Rivers' bond rating (AA), the Cities designated PRPA as the sole
provider to all four entities. This limited the amount of generation the cities could develop on
their own. Although the Electric Board supports local renewable energy options, the Board feels
that maintaining PRPA's AA bond rating is in the City's best interest and decisions that impact
this rating could cost the City several hundred thousand dollars annually.
The Electric Board respectfully recommends that the City Council approve the Contracts. The
Board voted 4—0 (excluding two members that recused themselves).in favor of recommending
to Council adoption of the Contracts.
Cc: Mayor and City Council Members
Darin Atteberry, City Manager
Brian Janonis, Utilities Executive Director
Steve Catanach, Light & Power Operations Manager
ATTACHMENT 10
I
PLATTE RIVER
POWER AUTHORITY
Estes Park • fort Collins • Longmont • Loveland
January 22,2009
Mayor Doug Hutchinson
1315 Whedbee Street -
Fort Collins,Colorado 80524
Original letters also sent to:
Fort Collins City Council Members
City Manager, Darin Atteberry
Re: iRenewal of'th'e 0iganic`Coritraet arid'`Fort'Collins Power,Supply.Agjeemenf
Dear Mayor Hutchinson,City Council members and City Manager Atteberry:
We look forward to meeting with you on February 3 to seek approval of the Organic Contract
and Fort Collins Power Supply Agreement. The purpose of this letter is to provide background
information on this item,and to emphasize,several options whereby Platte River can help
support City Council's initiatives related to energy supply policy and climate action.
Contract Changes-To begin,we would like to summarize changes that have been made to the
Organic Contract and Power Supply Agreement. Key updates include the following:
• A new provision is being added to the Power Supply Agreement to encourage
distributed generation developed by the owner municipalities;
• Emphasized importance of efficiency, demand side management and renewable energy
resources in future planning;
• Integration of the existing Transmission Facilities Agreement into the new Power
Supply Agreement;
• Extended the term of the contracts from 2040 to 2050;
• Added focus regarding environmental stewardship and sustainability.
Local Distributed Generation-We understand that development of local distributed
generation is important to City Council,particularly from renewable sources. Platte River
supports such generation,which can be implemented via several scenarios,including those
summarized below.
• Municipal facilities - As indicated above, the updated Power Supply Agreement now i
provides that generation can be developed by Fort Collins to serve municipally owned
buildings and facilities (offices,pools,community centers, etc.). The amount of such
generation is one percent of the municipal peak load. This means that the City can
2000 Easi Horsetooth Rood `-or' Collins, Colorodo 80525.5721
97Q/22h-1(Y�: ..:;i Arno org i
Mayor,Council Members, and City Manager
January 22,2009
Page 2
develop roughly 3,000 kW of these type facilities,which is enough to meet about 60
percent of their peak load. If Fort Collins installs generation sufficient to reach this
threshold, the Power Supply Agreement commits Platte River to discuss in good faith an
increase in the amount of such generation.
• Customer-owned generation- For many years customers in Fort Collins have been
installing distributed generation to help serve their electric needs. Platte River's tariffs
have provisions for net metering of customer-owned generation and about forty such
systems are operating in the four owner municipalities (mostly PV solar). Platte River
becomes involved in Customer generation when these systems are of a size that requires
scheduling,which is at or above 1,000 kW. Combined heat and power in commercial or
industrial facilities may be an option for this size range. No system this large has yet
been installed,but a few local sites may have potential.
•. Generation developed by"third parties' and sold via long term contracts- In this case,
"third party" refers to distributed generation entrepreneurs (not a customer and not the
municipality) that have developed a business model under which they propose to
purchase, install and maintain a generation system on a customer's property. The
generation output.would be sold to the host property owner under a long-term contract.
After consultation with bond counsel,Platte River has determined it would treat these
developments as if they were net metering situations and not require any contractual
arrangement with the third party unless the rated capacity of the generation system is
1,000 kW or greater. At this size,Platte River needs to be involved for operational
reasons. To address both the operational issues associated with larger generators and
for purposes of the Platte River bond covenants,we are suggesting that a "buy/sell"
arrangement be formulated in these circumstances. As noted in the outline for buy/sell
agreements that was distributed to City Council for the January 13 meeting,this form of
contract would keep Platte River in the chain of title,but would not alter the financial
arrangement between the distributed generation entrepreneur and the host property
owner.
Generation developed by Platte River-Though third party entities may bring
advantages to renewable projects (tax credits,etc.), Platte River would also like to have
an opportunity to develop local renewable projects for the owner municipalities. There
may be benefits to both the City and Platte River from such generation sources, and I
Platte River has significant experience in working with local entities to develop electric
generation.
• Off grid generation- Generation that is not connected to the grid can be installed locally,
with no concerns or involvement by Platte River. A few small systems like this exist in
the City.
Mayor,Council Members,and City Manager
January 22,2009
Page 3
As indicated by these scenarios, many opportunities are available for customers,municipal
facility operators, third party developers and the City (working with Platte River) to implement
significant levels of distributed generation in Fort Collins. Platte River supports this type
generation,as evidenced by the significant efforts Platte River has undertaken to ensure that
legal roadblocks are minimized.
Carbon Policy- It is clear that reducing greenhouse gas emissions is important to City Council,
as provided in Fort Collins' Climate Action Plan. Carbon policy is also a significant issue for
Platte River. We were the first utility outside California to join the California Climate Action
Registry and were named a Climate Action Leader in 2007. We are also a founding member of
the evolving national registry (TCR) and a partner in the local Climate Wise program. In
December,Platte River became the first electric generator in the State of Colorado to submit a
resolution to the Governor's Energy Office (GEO) committing to submit a plan for reducing
greenhouse gas emissions to 20 percent below 2005 levels by 2020. This resolution,passed
unanimously by Platte River's Board,provides that the plan be delivered to the GEO by June 1
of 2009. We have issued an Invitation to Bid to hire a consultant that can assist in developing a
roadmap for carbon policy planning and will gather input from each owner municipality as the
plan is developed. We anticipate the plan being approved by Platte River's Board at their
meeting in May.
Platte River can assist Fort Collins in meeting its carbon goals,since a significant portion of city
emissions are related to electricity generation. Options such as increased energy efficiency,
additional renewable energy,natural gas fuel substitution and combined heat/ power systems
(cogeneration) could be considered if Fort Collins has an interest in these options. Some options
may be developed to serve all the owner municipalities,but there may also be opportunities to
provide unique resource options to Fort Collins (at unique rates).
Wholesale Renewable Energy Supply-While we understand that local distributed generation is
of primary interest to City Council, Platte River can provide additional wholesale renewable
energy from new sources in the region. We currently plan to add 12,000 kW of new wind
generation resources by the end of 2009, anticipating an investment of over$60 million during.
the 20-year term of operation for this new plant. We have also identified opportunities for
acquisition of wind generation above this level for 2009 (and beyond). Additional wind
generation was offered at the April 2008 City Council meeting,but the City was not prepared to
make such a purchase at that time. In December,we identified another project that could
provide additional wind energy to the City. If Fort Collins has an interest in expanding this
type of renewable supply,Platte River can proceed quickly to increase new wind plant j
commitments specifically to serve Fort Collins. Note that options we have evaluated for ;
delivery by 2009 would require immediate action. j
Though wind generation has been the most cost effective renewable energy supply to date, 1
Platte River is also evaluating solar generation,particularly systems with storage capability
(concentrated solar power) to make this generation source more predictable. A large,locally
placed solar system could be considered for supplying Fort Collins,if the City is interested and
Mayor,Council Members, and City Manager
January 22,2009
Page 4
finds the associated costs acceptable. Platte River installed one of the first photovoltaic (PV)
solar systems in Fort Collins, and this system has operated since 1986. We have used it to
displace electrical loads at our headquarters office complex and to operate two zero enussion
electric vehicles. This system was very expensive,but has operated well for over 20 years.
Looking forward,the City and Platte River can jointly consider unique approaches to
addressing the net cost of solar supply to Fort Collins,including building larger systems,
adding storage capability,integrating unique incentives/pricing,selling offsets (perhaps to the
Colorado Carbon Fund or other parties) and other options as they are identified.
In late 2006,Platte River hosted a regional meeting on wood biomass generation,involving
large customers,Colorado State University,the Forest Service, the Governor's Energy Office,
local biomass consultants and others. Though the group agreed that many challenges exist,
particularly long-term, reliable fuel supply,there may be an opportunity for a modest-sized
wood biomass generation facility in the region.
Platte River has also closely monitored and provided support for the Maxwell Ranch project.
We were involved when this project was first considered in the early 1990's,as part of a
statewide assessment of wind generation potential. In 2007,in conjunction with our most recent
request for renewable generation proposals,we sought a response from the entity that is
currently developing the project: We continue to support discussions related to development of
the project,and if there is commitment on the part of Colorado State University, FORTZED, the
City of Fort Collins and/or other entities,Platte River could purchase energy from the project,
deliver it to the City through our transmission system and acquire the necessary balancing and
regulation services for wind generation resources at the site.
New renewable generation resources could also be added to replace existing REC-based supply.
New plant resources are much more expensive than REC-based sources,but may provide other
values that are important to Fort Collins. Fort Collins Utilities and Platte River staffs are
working together on an analysis of options for changing the wholesale renewable mix provided
to Fort Collins. We have also met with the other owner municipalities to discuss potential
alternatives to the current renewable supply tariff. Platte River could reduce the REC-only
supply to Fort Collins,by re-selling or otherwise disposing of a portion of RECs currently under
contract. The other owner municipalities may have an interest in the surplus RECs and there
are likely options to sell these RECs in the broader renewables market. Also, Platte River has
offered to develop a new approach to renewable supply going forward,whereby the owner
municipalities could choose the level of each type of supply that they require (REC-only or
energy with RECs). If Fort Collins is interested in changes to current supply,we are ready to
respond during 2009. Any change to Platte River's current Renewable Supply Policy and
associated tariff would require approval by Platte River's Board of Directors and any net costs
associated with REC sale or disposal would be borne by Fort Collins.
Demand Side Management(DSM)-Since 2002,Platte River has invested over$5 million in
energy efficiency and demand side management programs within the owner municipalities,
and we anticipate spending about$10 million over.the next five years. Over two-thirds of the
Platte River funds associated with these programs have been provided to customer projects in
Mayor,Council Members,and City Manager
January 22,2009
Page 5
Fort Collins, even though Fort Collins represents less than 50 percent of Platte River's municipal
load. Additional funds have been provided by the City for DSM programs. DSM reduces
customers' utility costs,supports local and regional efficiency industry, enhances the
environment within homes and businesses, and reduces greenhouse gas emissions. From our
analysis to date, DSM is clearly the most cost effective means of reducing carbon emissions and
will be a major focus in coming years. The partnership with Fort Collins Utilities for
implementation of DSM programs has worked well in the past and we anticipate continued
cooperative success as programs are expanded in the future.
Smart Grid-Platte River supports Fort Collins Utilities as it considers new"smart grid"
technologies for enhancing system efficiency,reducing consumption and enhancing customer
communications. We are working with Fort Collins Utilities to support the FORTZED project,
are developing information regarding generation cost variations over time to support time-of-
use pricing strategies and are available to support Utilities staff as they consider other
opportunities afforded by new smart grid technologies. Though most of the smart grid
implementation occurs at the retail level,Platte River stands ready to assist with issues relating
to local transmission and generation resources.
Again,we look forward to seeing you at the February 3 meeting,where we will seek approval
of,the.updated Organic Coiitiact and R' Supply Agreement. Platte River is well positioned
to suppoi the City-of`Foi t Collins in.meeting, is goals for the future. Please contact me at any
hme.if you-liave any, questions:oi'comments
Sincerely,
Brian F . Moeck
General Manager
cc: Steve Catanach
Brian Janonis i
John Bleem
Joe Wilson
I
,
ORDINANCE NO. 026, 2009
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED ORGANIC
CONTRACT FOR PLATTE RIVER POWER AUTHORITY
WHEREAS,the City is one of four member municipalities that have entered into an organic
contract establishing Platte River Power Authority ("Platte River"); and
WHEREAS, the first such contract was entered into in 1975, and the contract was last
amended by the execution of an Amended and Restated Organic Contract Establishing Platte River
Power Authority as a Separate Governmental Entity dated July 1, 1998 (the "Existing Organic
Contract"), with a termination date of December 31, 2040; and
WHEREAS, the parties have recently negotiated a proposed, updated agreement entitled
Amended and Restated Organic Contract Establishing Platte River Power Authority as a Separate
Governmental Entity (the "Updated Organic Contract"), a copy of which is on file with the City
Clerk,dated February 24,2009,that includes certain revisions requested by City Council at previous
meetings of the City Council,the purpose of which is to replace and supersede the Existing Organic
Contract; and
WHEREAS, the Updated Organic Contract, if approved by the parties, would amend the
provisions of the Existing Organic Contract so as to: contain preamble statements and purpose
statements reflecting Platte River's commitment to environmental stewardship and sustainability;
reflect the current manner in which the parties conduct business; expand the kinds of services that
Platte River will provide to Fort Collins and obligate Platte River to assist Fort Collins in reaching
its renewable energy requirements to develop products and services to improve the efficiency of
generation, transmission and use of electrical energy; bring current the dates of the terms of the
appointed utilities directors of the member municipalities and allow such directors to attend and fully
participate in Platte River meetings by electronic teleconference; and extend the termination date of
the Existing Organic Contract by ten years to December 31, 2050.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby finds that it is in the best interests of the City
to enter into the Updated Organic Contract, which agreement will supersede the Existing Organic
Contract.
Section 2. That the Updated Organic Contract in substantially the form on file in the
office of the City Clerk and dated February 24, 2009, is hereby approved, and the Mayor is hereby
authorized and directed to execute the same on behalf of the City.
Section 3. That the City Council hereby directs the Electric Board to annually review the
terms and conditions of the Updated Organic Contract and suggest any revisions to the City Council
by formal board action.
Introduced, considered favorably on first reading, and ordered published this 3rd day of
March, A.D. 2009, and to be presented for final passage on the 24th day of March, A.D. 2009.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 24th day of March, A.D. 2009.
Mayor
ATTEST:
City Clerk
ORDINANCE NO. 027, 2009
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AN AMENDED AND RESTATED CONTRACT
WITH PLATTE RIVER POWER AUTHORITY
FOR THE SUPPLY OF ELECTRIC POWER AND ENERGY
WHEREAS, on February 22, 1980, the City and Platte River Power Authority ("Platte
River")entered into a Transmission Facilities Agreement(the"Facilities Agreement")to establish
the parties' rights and obligations related to their respective electric system facilities and to provide
for shared use or lease of certain specified facilities; and
WHEREAS, on March 31, 1980, the City also entered into a Contract for the Supply of
Electric Power and Energy(the"Existing Supply Contract")with Platte River which establishes the
terms and conditions of the City's purchase of electric power and energy from Platte River; and
WHEREAS, on July 21, 1998, the City Council approved an amendment to the Existing
Supply Contract extending its termination date from December 31,2020 to December 31,2040;and
WHEREAS, the City and Platte River have recently negotiated an updated "Amended and
Restated Contract for the Supply of Electric Power and Energy" (the "Updated Supply Contract"),
a copy of which is on file with the City Clerk, dated February 24, 2009, that includes certain
revisions requested by City Council at previous meetings of the City Council,the purpose of which
is to replace and supersede the Facilities Agreement and the Existing Supply Contract; and
WHEREAS,under the proposed Updated Supply Contract,Platte River will continue to sell
and deliver to the City, and the City will continue to purchase and receive from Platte River, all
electric power and energy that the City requires for the operation of its municipal electric system;
however,the City may also generate power and energy for its own use in City facilities from any new
generation resource(s) owned and operated by the City provided that the City's total rated capacity
does not exceed 1,000 kilowatts or one percent of the peak load of the City,whichever is greater;and
WHEREAS, the proposed Updated Supply Contract also: states that each party will be
granted a revocable license to occupy the property of the other party as necessary to deliver and
receive power and energy under the Updated Supply Contract in accordance with specified terms
regarding the use of certain facilities; allocates costs and maintenance responsibility for certain
facilities; outlines the process for the parties to engage in system planning; acknowledges Platte
River's contract with the Western Area Power Administration ( WAPA ); requires, as a condition
of the purchase of federally generated power, that the City comply with WAPA's General Power
Contract Provisions; and amends the term of the Existing Supply Contract so as to extend its
termination date by ten years to December 31, 2050.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby finds that it is in the best interests of the City
to replace and supercede the Facilities Agreement and Existing Supply Contract with the Updated
Supply Contract.
Section 2. That the Updated Supply Contract is hereby approved, and the Mayor is
hereby authorized and directed to execute the same on behalf of the City in substantially the form
on file in the office of the City Clerk and dated February 24, 2009.
Section 3. That the City Council hereby directs the Electric Board to annually review the
terms and conditions of the Updated Supply Contract and suggest any revisions to the Council by
formal board action.
Introduced, considered favorably on first reading, and ordered published this 3rd day of
March, A.D. 2009, and to be presented for final passage on the 24th day of March, A.D. 2009.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 24th day of March, A.D. 2009.
Mayor
ATTEST:
City Clerk